ADLER Real Estate Aktiengesellschaft (DB:ADL) made an offer to acquire Westgrund Aktiengesellschaft (DB:WEG1) from Wecken & Cie, Quartenal Investment Ltd, Asset Value Investors Limited, Allianz Global Investors GmbH, Swanepoel Limited and other shareholders for approximately €360 million on February 16, 2015. As a part of consideration, Adler Real Estate will issue 0.565 new shares of Adler Real Estate and €9 for each of three Westgrund shares. The compensation and the specific exchange ratio are expected to be confirmed by the German Federal Financial Supervisory Authority. The transaction's financing has been fully secured. The decision to submit the voluntary public takeover offer was approved today by both the Management and Supervisory Boards of ADLER. Westgrund's anchor shareholders, holding a joint share of just over 50% of Westgrund's share capital, have already executed a binding undertaking to accept ADLER's offer. W & Cie. submitted to Adler AG an irrevocable undertaking which concerns the tendering of its shares in the framework of the takeover bid. As announed on March 31, 2015, ADLER resolved to issue a corporate bond worth €300 million. ADLER will use the proceeds from this fixed income offering for financing the transaction. As on April 29, 2015, the transaction was approved by the shareholders of Adler Real Estate and the financing of cash component of bid was also been secured. The transaction is expected to be completed by mid-year 2015.

On June 5, 2015, it was announced that at the end of the acceptance period of May 28, 2015, a total of 87.75% of the capital and voting rights to Westgrund AG had accepted the takeover offer. The total number of Westgrund shares for which the takeover offer has been accepted and the number of Westgrund shares in respect of shareholders which have announced irrevocable undertakings to accept the tender offer is equivalent to 93.58% of share capital of Westgrund AG. The additional acceptance period for the takeover offer runs until June 16, 2015.

Oddo Seydler Bank AG acted as financial advisor in the transaction for ADLER. Drank Regelin, Christoph Naumann and Jan-Peter Heise of Norton Rose Fulbright LLP acted as legal advisors to ADLER Real Estate. Steffen Schniepp, Christian Hensel, Nils Peter Brügmann, Andreas Rupp, Hendrik Stroborn, Julia Lippke and Fabian Reichert of PricewaterhouseCoopers Legal Aktiengesellschaft Rechtsanwaltsgesellschaft acted as legal advisors to Wecken & Cie. Mirko Sickinger, Tobias Nagel, Lena Pfeufer of Heuking Kühn Lüer Wojtek acted as legal advisors for Wecken & Cie and Westgrund. equinet Bank AG provided a fairness opinion to the management Board and Supervisory Board of Westgrund.