DGAP-News: Vonovia SE / Key word(s): Mergers & Acquisitions 
Vonovia SE: Vonovia and Deutsche Wohnen agree to combine their resources (news with additional features) 
2021-05-24 / 22:28 
The issuer is solely responsible for the content of this announcement. 
=---------------------------------------------------------------------------------------------------------------------- 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO 
SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION 
 
Jointly pursuing affordable housing, climate protection and new construction - Vonovia and Deutsche Wohnen decide to 
combine their resources to tackle the major challenges of the housing market 
- Social and societal responsibility: By combining their businesses, Vonovia and Deutsche Wohnen want to create a 
tenant-oriented and socially responsible housing company that will reliably contribute to necessary solutions, notably 
for Berlin's housing market, in close partnership with policy-makers. 
- Future and Social Pact for Housing: Vonovia and Deutsche Wohnen offer policy-makers specific measures to address the 
strained rental market in the German capital: 
- Limit on rent increases until 2026. 
- New apartments for Berlin - supporting housing for young families with new constructions. 
- Offering a significant number of apartments from the portfolios of both companies to contribute to the expansion of 
municipal housing stock. 
- Combination of Vonovia and Deutsche Wohnen: takeover offer to Deutsche Wohnen shareholders. 
- Total consideration per Deutsche Wohnen SE share of EUR 53.03, comprising an offer price of EUR 52 in cash plus the 
dividend of Deutsche Wohnen SE for the 2020 financial year of EUR 1.03 per share. 
- Management Board changes: Michael Zahn will be Deputy CEO, Philip Grosse will assume the CFO position and Helene von 
Roeder assumes responsibility for Innovation and Digitalisation within the management board. 
- Deutsche Wohnen will propose two members for the Supervisory Board of Vonovia. 
- No operational redundancies before the end of 2023. 
Bochum, 24 May 2021 - Vonovia SE ("Vonovia") and Deutsche Wohnen SE ("Deutsche Wohnen") have significantly scaled up 
investments in energy-efficient modernisation, senior-friendly conversions and the construction of affordable new 
housing. However, the lack of affordable housing in metropolitan areas, coupled with the need to meet climate 
protection targets, continues to pose a major challenge for society, policy-makers and businesses alike. In order to 
tackle both the housing shortage and climate change more robustly and efficiently, Vonovia and Deutsche Wohnen are 
joining forces. The result will be a tenant-oriented and socially responsible company that will reliably contribute to 
required solutions for the housing market in close partnership with policy-makers. 
Rolf Buch, CEO of Vonovia: "Social responsibility and economic stability are the foundation of our work, because 
housing is one of people's fundamental needs. At the same time, the housing market is facing major challenges, 
especially in the German capital: affordable and senior-friendly apartments are in short supply, many buildings need to 
be refurbished to improve energy efficiency, and clearly there is a need to build more affordable new housing. The 
combination with Deutsche Wohnen now gives us the opportunity to effectively tackle these challenges." 
Michael Zahn, CEO of Deutsche Wohnen: "Vonovia and Deutsche Wohnen have come to serve an increasingly similar market 
setting in recent years with the two companies facing a similar set of challenges. Now is the right moment to combine 
the proven strengths and abilities of the two companies. Together, we will open up new perspectives for our employees, 
our tenants and our owners." 
Future and Social Pact for Housing offers specific measures to address Berlin's strained rental market 
As part of the combination, the two companies are offering the Berlin Senate a Future and Social Pact for Housing, 
which provides specific measures to tackle housing market challenges in the German capital. 
Vonovia and Deutsche Wohnen are committing to limit their regular rent increases across their combined Berlin portfolio 
to no more than one percent per year for the next three years and to inflation adjustment for the following two years. 
At the same time, the financial burden on tenants due to energy-efficient housing modernisation will be minimised by 
limiting the modernisation allocation to a maximum of 2 euros per square metre - a pledge that goes beyond legal 
requirements. 
Another objective of the pact is to create more affordable, needs-based and climate-friendly housing - both in the 
privately financed housing market and in the publicly subsidised sector. In addition, they will place a strong focus on 
providing affordable housing for young families. 
Moreover, the combination of Vonovia and Deutsche Wohnen will enable the companies to significantly contribute to the 
expansion of municipal housing stock by offering the State of Berlin the option to acquire a significant number of 
apartments from the two companies' portfolios. 
Substantial investments in modernisation, senior-friendly conversions and construction of affordable new housing 
Vonovia and Deutsche Wohnen complement each other in many respects: both companies invest significantly in 
energy-efficient modernisation, senior-friendly apartment conversions and the construction of affordable new housing. 
Customer satisfaction is the basis for their actions. For instance, Vonovia supports tenants with active hardship 
management and limits the costs they have to bear after a modernisation. In the same vein, Vonovia has waived up to EUR 
10 million in rent back payments resulting from the Federal Constitutional Court's overturning of the Berlin rent cap 
and issued a housing guarantee during the Covid-19 crisis. Deutsche Wohnen has set up a EUR 30 million Covid relief 
fund and has supported tenants and waived rent payments both during the pandemic and in the wake of the court ruling. 
Boards of both companies agree on key terms of the combination - Deutsche Wohnen welcomes and supports the offer 
- Attractive premium for Deutsche Wohnen shareholders: The shareholders of Deutsche Wohnen will receive a total 
consideration of EUR 53.03 per Deutsche Wohnen share, comprising of an offer price of EUR 52 in cash plus the dividend 
for the 2020 financial year of EUR 1.03 per Deutsche Wohnen share, payable in early June, providing that the relevant 
resolution is passed at the Deutsche Wohnen AGM to be held on 1 June 2021. 
- Vonovia is offering a premium of 17.9% on Deutsche Wohnen's closing price on 21 May 2021 and of 25% based on the 
volume-weighted average price of the Deutsche Wohnen share over the three months up to 21 May 2021. 
- Significant and predictable cost savings: The two housing portfolios are a very good strategic and geographical fit. 
Their joint management will enable significant economies of scale that are expected to bring wide-ranging cost savings 
of EUR 105 million per year. 
The combination of Vonovia and Deutsche Wohnen will give rise to a housing company with over 500,000 apartments. 
Management and supervisory board of Deutsche Wohnen welcome the strategic benefits of the combination, the added value 
to be generated for all stakeholders and therefore support Vonovia's offer. Subject to their review of the offer 
document, they will recommend the offer to their shareholders. 
The two companies have agreed on the following key terms in a Business Combination Agreement: 
- Composition of the Management Board: Rolf Buch, Chief Executive Officer; Michael Zahn, Deputy CEO; Philip Grosse, 
CFO; Arnd Fittkau, Chief Rental Officer; Daniel Riedl, Development. 
- The combination forms the basis for additional growth opportunities. Helene von Roeder is therefore assuming overall 
responsibility for the new Management Board function of Innovation and Digitalisation. This unit combines 
responsibility for IT and data infrastructure together with Vonovia's Service business, which will also offer its 
services externally on the market in the medium-term future. 
- Deutsche Wohnen will propose two members for Vonovia's Supervisory Board; Helene von Roeder and Michael Zahn are to 
become members of Deutsche Wohnen's Supervisory Board. 
- Vonovia is a growing company; no operational redundancies before the end of 2023. 
Joint property management brings considerable cost advantages 
In recent years, Vonovia and Deutsche Wohnen have risen to the challenges of the housing market - by investing billions 
in the construction of new apartments, in energy-efficient modernisations and in senior-friendly conversions. The 
portfolios of Vonovia and Deutsche Wohnen complement each other almost ideally in terms of geography and weighting. The 
result is a very well-balanced portfolio with a strong presence in strategic growth regions. 
Around 70% of Deutsche Wohnen's housing stock is located in Berlin, a robust and attractive real estate market with one 
of the highest rates of population growth in Germany (0.7% per year up to 2025) and a resulting growth in households of 
1.9%. 
The joint property management and the regionally complementary portfolios are expected to generate cost savings of EUR 
105 million per year. These are expected to result primarily from the joint operational management of the portfolio, 
the accelerated implementation of Vonovia's value add strategy, now also applied to the Deutsche Wohnen portfolio, 
lower costs as a result of additional service provision by Vonovia's own technical service organisation, and from joint 
purchasing and further standardisation measures in modernisation and maintenance. cost savings do not yet include 
benefits from joint financing. The full realisation of all potential cost savings is expected by the end of 2024. 
Strict compliance with all acquisition criteria - Extremely robust business model

(MORE TO FOLLOW) Dow Jones Newswires

May 24, 2021 16:29 ET (20:29 GMT)