ADO Properties S.A. (XTRA:ADJ) entered into share purchase agreement to acquire 22.2% stake in Consus Real Estate AG (XTRA:CC1) from certain minority shareholders for approximately €290 million on December 15, 2019. The strategic stake, which will be acquired in cash for a consideration of €9.72 per share. The strategic stake, together with CONSUS shares already owned by ADLER Real Estate AG, amount to an ownership position of around 25% of CONSUS. As part of the signed strategic agreement between ADO and CONSUS, ADO and CONSUS will immediately start to work closely together on residential development projects. In a related deal, ADO Properties S.A. will acquire 100% stake in ADLER Real Estate for 0.4164 ADO shares per ADLER share. ADO has also secured a call option to acquire an additional 51% controlling stake in CONSUS at an exchange ratio of 0.2390 ADO shares for each CONSUS share. Upon exercise of its option, ADO intends to make a voluntary offer to minorities at the same consideration as the call option. Under the same agreement, Aggregate has an option to put its CONSUS shares to Ado Properties upon the occurrence of a change of control on the level of Ado Properties. Upon the exercise of the put option, Ado Properties would have to acquire Aggregate's CONSUS shares for a consideration per CONSUS share of, at the option of Ado Properties, €8.35 in cash or 0.2390 newly issued shares in Ado Properties. The acquisition of the minority stake and the strategic co-operation agreement are part of a concurrent announcement made by ADO and ADLER today about a proposed combination of their businesses to form the Adler Real Estate Group. Michael Schlitt, Birgit Reese and Daniel Zimmer of Hogan Lovells International LLP acted as legal advisors to Consus Real Estate AG.

ADO Properties S.A. (XTRA:ADJ) completed the acquisition of 22.2% stake in Consus Real Estate AG (XTRA:CC1) from certain minority shareholders on March 31, 2020. After the acquisition, ADO Properties S.A. combined company holds 25% stake in Consus Real Estate AG. ADO Properties S.A. has agreedba call option with Aggregate Holdings SA of CONSUS' 51% shareholder. ADO Properties S.A. may exercise its call option at any time until June 2021.