Vonovia SE (XTRA:VNA) made an offer to acquire Deutsche Wohnen SE (XTRA:DWNI) for €17.9 billion on May 24, 2021. Under the terms of transaction, Vonovia will pay €52 for each share of Deutsche Wohnen. Together with the dividend of Deutsche Wohnen SE for the financial year 2020 which has been proposed to the annual general meeting convened for June 1, 2021 and which is expected to be €1.03 per share, the offer corresponds to a value per share in Deutsche Wohnen SE of €53.03. The financing of the takeover offer is secured through an acquisition bridge financing of approximately €22.4 billion. Regarding refinancing, planned measures include a rights issue of up to €8 billion, to be completed in the second half of 2021, following the closing of the transaction. Vonovia's shareholders will remain owners of a strong company with a solid LTV ratio. A cash takeover offer for all outstanding shares is to be made to the shareholders of Deutsche Wohnen at the end of June 2021. The combined company will carry the name, Vonovia SE. Upon completion, Rolf Buch, will serve as Chief Executive Officer; Michael Zahn will serve as Deputy Chief Executive Office; Philip Grosse will assume the Chief Financial Officer. Helene von Roeder assumes responsibility for Innovation and Digitalization within the management Board; Arnd Fittkau, Chief Rental Officer; Daniel Riedl, Development. Deutsche Wohnen will propose two members for the Supervisory Board of Vonovia.

The offer will be subject to a minimum acceptance threshold of over 50% of the outstanding shares of Deutsche Wohnen, the granting of necessary antitrust clearance(s) and other closing conditions. The Boards of Deutsche Wohnen and Vonovia agree on key terms of the combination. Board of Deutsche Wohnen supports the offer. As of June 28, 2021, Federal Cartel Office approved the transaction and an essential closing condition of the takeover offer has been fulfilled. The transaction is expected to be completed by July 21, 2021. The takeover offer is expected to be completed at the end of August 2021. As established on July 1, 2021, the offer period stated from June 23, 2021 and will expire on July 21, 2021. As of July 1, 2021, the executive and supervisory boards of Deutsche Wohnen SE recommend the shareholders to accept the offer, which should be done by July 21, 2021. The combination of the portfolios will generate cost savings in property management; is rental EBITDA yield and NTA per share accretive; the credit rating will remain strong following the acquisition. As of July 23, 2021, the minimum tender offer condition of more than 50% shares to be tendered was not fulfilled only 47.62% shares were tendered. A significant proportion of Deutsche Wohnen's shareholders are currently hedge funds and, in addition, index funds, which are only allowed to trade once the minimum acceptance quota has been reached and all closing conditions have been met. The final result is expected to be published July 26, 2021.

Deutsche Bank Aktiengesellschaft (XTRA:DBK), Goldman Sachs Bank Europe SE, J.P. Morgan AG, Deutsche Bank Securities Inc. and UBS Private Banking Deutschland AG acted as financial advisors to Deutsche Wohnen SE. Axel Beckmerhagen, Carsten Berrar, Max Birke, Michael Rosenthal, and Konstantin Technau of Sullivan & Cromwell (Germany) LLP acted as legal advisors to Deutsche Wohnen SE. Perella Weinberg Partners UK LLP, Bank of America Corporation, Société Générale Société anonyme and Morgan Stanley acted as financial advisors to Vonovia SE. Rick van Aerssen, Rick van Aerssen, Gregor von Bonin, Kai Hasselbach, Mario Hüther, Stephan Pachinger, Simone Bono, Alexander Ruschkowski, Martin Schiessl, Thomas Müller-Bonanni and Alice Jenner of Freshfields Bruckhaus Deringer LLP acted as legal advisors to Vonovia SE. Christian Cascante, Jochen Tyrolt, Florian Schorn and Markus Martin of Gleiss Lutz acted as legal advisors to Perella Weinberg. Johannes Tieves, Lucina Berger and Markus Ernst of Hengeler Mueller acted as legal advisors to Bank of America Corporation, Morgan Stanley and Société Générale Société anonyme. ValueTrust Financial Advisors SE acted as independent expert in the transaction.

Vonovia SE (XTRA:VNA) cancelled the acquisition of Deutsche Wohnen SE (XTRA:DWNI) on July 21, 2021. The closing condition minimum acceptance threshold of approximately 50% of the current share capital of Deutsche Wohnen did not occur by the end of the acceptance period. The closing condition has therefore failed. As a consequence of the definite failure of this closing condition, both the takeover offer has lapsed and the agreements which have been entered into as a result of the acceptance of the takeover offer have ceased to exist. They will not be consummated. Until expiration, takeover offer has been accepted for a total of approximately 29.27% of the issued share capital and the existing voting rights of Deutsche Wohnen.