DGAP-News: Deutsche Wohnen SE / Key word(s): Mergers & Acquisitions/Merger 
Deutsche Wohnen SE: Takeover Offer by Vonovia SE - Deutsche Wohnen and Vonovia sign agreement to combine both companies 
2021-05-24 / 22:35 
The issuer is solely responsible for the content of this announcement. 
=---------------------------------------------------------------------------------------------------------------------- 
Corporate News 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO 
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
Takeover Offer by Vonovia SE 
Deutsche Wohnen and Vonovia sign agreement to combine both companies 
- Vonovia will launch a voluntary public takeover offer to all shareholders of Deutsche Wohnen; shareholders receive 52 
euros in cash per share plus the cash dividend of 1.03 euros that is to be decided at the Annual General Meeting of 
Deutsche Wohnen 
- Key elements of transaction are agreed in the Business Combination Agreement 
- Executive Board and Supervisory Board of Deutsche Wohnen support the offer 
- Strategic challenges such as climate protection, needs-based housing and affordable housing can be addressed even 
more consistently together 
- Concrete offer to ease housing market situation in Berlin: "Future and Social Housing Pact" ("Zukunfts- und 
Sozialpakt Wohnen") 
Berlin, May 24, 2021. Deutsche Wohnen SE and Vonovia SE today signed an agreement to combine the two companies. In this 
context, Vonovia has announced to launch a voluntary public takeover offer for all outstanding shares in Deutsche 
Wohnen. Shareholders receive a total of 53.03 euros, consisting of an offer price of 52.00 euros in cash per share and 
a cash dividend of 1.03 euros per Deutsche Wohnen share proposed to the Annual General Meeting of Deutsche Wohnen on 
June 1, 2021. This corresponds to a premium of 17.9 % on the closing price of Deutsche Wohnen on May 21, 2021 and of 
25.0 % on the weighted average price of Deutsche Wohnen shares over the last three months up to May 21, 2021, thus 
valuing Deutsche Wohnen at approx. 18 billion euros (on undiluted basis). 
Deutsche Wohnen's Executive Board and Supervisory Board support the offer and intend to recommend its acceptance to the 
shareholders. In the boards' opinion, the offer reflects the intrinsic value of the Deutsche Wohnen share and includes 
an attractive premium. The boards of Deutsche Wohnen also welcome the strategic benefit of the combination and the 
added value it will generate for all parties. The combination of the two companies offers the opportunity to address 
the strategic challenges on the housing market even more consistently. 
Michael Zahn, CEO of Deutsche Wohnen: "The market environment has become increasingly similar for Vonovia and Deutsche 
Wohnen in recent years. Now is the right moment to combine the proven performance and strengths of both companies. 
Together we will create new perspectives for our employees, our tenants and our owners." 
Goals of the business combination and "Future and Social Housing Pact" for Berlin 
The business combination will create Europe's largest residential real estate group with a combined market 
capitalisation of currently around 45 billion euros and more than 500,000 apartments with a combined real estate value 
of approx. 90 billion euros. The combined company has a robust business model with a long-term focus. The necessary 
investments in affordable housing, climate protection and new construction can be better shouldered together following 
the combination of the two companies. 
Through the combination, Deutsche Wohnen and Vonovia aim to create a tenant-oriented and socially responsible housing 
company that can reliably contribute to necessary solutions, especially for the Berlin housing market, in close 
partnership with politics. 
Together, the two companies assume responsibility for a social and sustainable housing policy within a "Future and 
Social Housing Pact" with the State of Berlin: 
- Limitation of rent increases until 2026: Over the next three years, Deutsche Wohnen and Vonovia will limit their 
regular rent increases across their Berlin portfolios as a whole to a maximum of one percent per year, and in the two 
years thereafter only in line with inflation. In the case of modernizations for climate protection, the companies agree 
to go beyond the statutory requirements and the modernization allocation to a maximum of 2 euros per square meter. 
- Fostering new construction in Berlin: The two companies plan to push new construction in Berlin in the coming years. 
- Fostering housing for young families in new construction and preventing homelessness: In order to help young families 
with children find housing, the two companies are offering these families four-room apartments at 10 percent below the 
average new rent for the respective district when the apartments are newly rented. In addition, Deutsche Wohnen and 
Vonovia want to make an effective contribution to preventing homelessness and people losing their homes. In the long 
term, they will make a three-digit number of apartments in Berlin available for the prevention of homelessness. 
- Contribution to the expansion of the municipal housing stock: The two companies are planning a combination and 
offering the state to acquire a significant number of apartments from their portfolio in this context. 
Key Elements of the Business Combination Agreement 
Deutsche Wohnen and Vonovia have entered into a Business Combination Agreement which sets out the key elements of the 
transaction. In the event of a successful completion of the Transaction, the following shall apply: 
- The combined company is to operate under the name "Vonovia SE". 
- Deutsche Wohnen and Vonovia have also agreed that they will abstain from operations-related redundancies with effect 
from a date prior to December 31, 2023 in connection with the transaction. 
- The registered office of the combined company is to remain in Bochum after the merger, with the combined company 
being managed from Bochum and Berlin. 
- Michael Zahn, CEO of Deutsche Wohnen, is to be appointed Vice Chairman of the Executive Board and Philip Grosse, CFO 
of Deutsche Wohnen, is to be appointed Chief Financial Officer of Vonovia. Furthermore, an Executive Committee is to be 
formed below the Management Board, to which Henrik Thomson, CDO of Deutsche Wohnen, and Lars Urbansky, COO of Deutsche 
Wohnen, will belong. 
- After completion of the takeover offer, two persons are to be appointed to the Supervisory Board of Vonovia, upon 
recommendation by Deutsche Wohnen to the Supervisory Board of Vonovia prior to completion of the transaction. 
Furthermore, Michael Zahn and Helene von Roeder, CFO of Vonovia, are to become members of the Supervisory Board of 
Deutsche Wohnen. 
Key Elements of the Takeover Offer by Vonovia 
In June 2021, Vonovia intends to submit to the shareholders of Deutsche Wohnen a takeover offer in cash for all 
outstanding shares. Shareholders receive a total of 53.03 euros, consisting of an offer price of 52.00 euros in cash 
per share and a cash dividend of 1.03 euros per Deutsche Wohnen share proposed to the Annual General Meeting of 
Deutsche Wohnen on June 1, 2021. This corresponds to a premium of 17.9 % on the closing price of Deutsche Wohnen on May 
21, 2021 and of 25.0 % on the weighted average price of the Deutsche Wohnen share over the last three months up to May 
21, 2021. 
The Executive Board and Supervisory Board of Deutsche Wohnen welcome the planned takeover offer of Vonovia and - 
subject to the review of the final offer document - intend to support it and to recommend its acceptance to the 
shareholders. Furthermore, the members of the management board and the supervisory board intend to tender the Deutsche 
Wohnen shares held by them as part of the planned takeover offer. 
According to Vonovia, the takeover offer is expected to be completed by the end of August. The planned takeover offer 
is subject to a minimum acceptance threshold of 50 % of the outstanding shares of Deutsche Wohnen, the granting of 
merger control clearance and other customary closing conditions. 
The offer document and further information relating to the takeover offer will be made available by Vonovia on its 
website. 
Deutsche Bank, Goldman Sachs, J.P. Morgan and UBS act as financial advisors to Deutsche Wohnen, Sullivan & Cromwell 
acts as legal advisor. 
*** 
 
Important Notice 
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to 
purchase, securities of Deutsche Wohnen SE. The final terms and further provisions regarding the public takeover offer 
will be disclosed in the offer document after its publication has been approved by the German Federal Financial 
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the final 
terms and conditions of the public takeover offer may deviate from the basic information described herein. Investors 
and holders of securities of Deutsche Wohnen SE are strongly recommended to read the offer document and all 
announcements in connection with the public takeover offer as soon as they are published, since they contain or will 
contain important information. 
The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German 
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain provisions of the 
securities laws of the United States of America applicable to cross-border tender offers. The offer will not be 
executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United 
States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of 
the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and

(MORE TO FOLLOW) Dow Jones Newswires

May 24, 2021 16:36 ET (20:36 GMT)