Vonovia has defined strict criteria for acquisitions, all of which will be met by the proposed transaction: 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. The rating agency S&P is expected to affirm Vonovia's current rating of BBB+. It is expected that Moody's will initiate coverage with a rating of A3. The financing of the takeover offer is secured through an acquisition financing bridge of approximately EUR 22 billion. With regard to refinancing, planned measures include a rights issue of up to EUR 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 takeover offer is expected to be completed by the end of August. As it currently stands, 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. About Vonovia Vonovia SE is Europe's leading private residential real estate company. Vonovia currently owns around 415,000 residential units in all attractive cities and regions in Germany, Sweden and Austria. It also manages around 72,500 apartments. Its portfolio is worth approximately EUR 59.0 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company's successful development. Therefore, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company is also creating more and more new apartments by realizing infill developments and adding to existing buildings. The company, which is based in Bochum, has been listed on the stock exchange since 2013. Since September 2015 Vonovia has been a constituent in the DAX 30 and since September 2020 in the EURO STOXX 50. Vonovia SE is also a constituent of additional national and international indices, including DAX 50 ESG, Dow Jones Sustainability Index Europe, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, STOXX Europe ESG Leaders 50, FTSE EPRA/NAREIT Developed Europe, and GPR 250 World. Vonovia has a workforce of more than 10,000 employees. Additional Information: Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange ISIN: DE000A1ML7J1 WKN: A1ML7J Common code: 094567408 Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Court, HRB 16879 Business address of Vonovia SE: Universitaetsstrasse 133, 44803 Bochum, Germany Important information: This announcement is neither an offer to exchange or purchase nor a solicitation of an offer to exchange or purchase shares. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase Vonovia SE shares. The final terms and further provisions regarding the takeover offer will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Vonovia SE reserves the right to deviate from the basic terms presented herein in the final terms and provisions. Investors and holders of Deutsche Wohnen Shares are strongly recommended to read the offer document and all other documents in connection with the public takeover offer as soon as they are published, as they will contain important information. Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction. The offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. The offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of German law. Accordingly, the offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. The receipt of cash pursuant to the offer by a US holder of Deutsche Wohnen Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Deutsche Wohnen Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer. It may be difficult for US holders of Deutsche Wohnen Shares to enforce their rights and claims arising out of the US federal securities laws, since Vonovia SE and Deutsche Wohnen SE are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Deutsche Wohnen Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. To the extent permissible under applicable law or regulation, and in accordance with German market practice, Vonovia SE or its brokers may purchase, or conclude agreements to purchase, Deutsche Wohnen Shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Deutsche Wohnen Shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia SE has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward looking information is in relation to matters outside the control of Vonovia SE. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia SE. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. It is possible that Vonovia SE will change its intentions and assumptions reflected in the documents and announcements or in the yet to be published offer document after the publication of these documents, announcements or the offer document. =---------------------------------------------------------------------------------------------------------------------- Additional features: File: 210524_Press Release_ Vonovia and Deutsche Wohnen agree to combine their resources =---------------------------------------------------------------------------------------------------------------------- 2021-05-24 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de =---------------------------------------------------------------------------------------------------------------------- Language: English Company: Vonovia SE Universitätsstraße 133 44803 Bochum Germany Phone: +49 234 314 1609 Fax: +49 234 314 2995 E-mail: investorrelations@vonovia.de Internet: www.vonovia.de ISIN: DE000A1ML7J1 WKN: A1ML7J Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange EQS News ID: 1199989 End of News DGAP News Service =------------
1199989 2021-05-24
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(END) Dow Jones Newswires
May 24, 2021 16:29 ET (20:29 GMT)