DGAP-News: Vonovia SE: Vonovia launches public takeover offer for Deutsche Wohnen shares

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Vonovia launches public takeover offer for Deutsche Wohnen shares

- As of today, Deutsche Wohnen shareholders can tender their shares for EUR 53 per Deutsche Wohnen share.

- Best and final offer: there will be no third offer - the offer price will not be raised any further

- New offer builds on previous agreements:

- Synergies and cost savings achievable without domination and profit and loss transfer agreement. Conclusion of such an agreement excluded for a period of at least three years

- Both companies are renewing the Business Combination Agreement with almost unchanged key terms as the roadmap for the transaction

Bochum, 23 August 2021 - Further to the announcements made on 1 and 5 August 2021, Vonovia SE ("Vonovia") today announced the launch of its voluntary public takeover offer for all outstanding shares in Deutsche Wohnen SE ("Deutsche Wohnen"). As described in the offer document published today, Vonovia is offering EUR 53 in cash for each Deutsche Wohnen share. An increase in the offer price during the acceptance period or during the additional acceptance period is irrevocably excluded. Nor will a third offer be presented to the shareholders of Deutsche Wohnen. The new offer also aims to reach a minimum acceptance threshold of 50%. The detailed terms and conditions of the offer and the conditions of closing can be found in the offer document, which was published today.

The offer period begins today and is expected to end on 20 September 2021 at 24:00 CEST. During this period, Deutsche Wohnen shareholders have the opportunity to accept the offer via their custodian bank and tender their shares.

The new bid from Vonovia offers Deutsche Wohnen shareholders a premium of 17.8% on Deutsche Wohnen's closing price on 21 May 2021, the last day of trading before the first offer was announced on 24 May 2021, and of 24.9% based on the volume-weighted average price of the Deutsche Wohnen share over the three months up to 21 May 2021.

The Management Board and Supervisory Board of Deutsche Wohnen will support the combination of the two companies - subject to a thorough review of the offer document. The members of the Management Board and Supervisory Board who hold Deutsche Wohnen shares have stated their intention to accept the takeover offer for all their shares. The two companies already agreed on the key terms of the merger on 24 May 2021 and confirmed these in largely unchanged form on 1 August 2021. Both companies view a combination of the two companies as strategically and socially compelling. The result will be a tenant-oriented and socially responsible company that will reliably contribute to required solutions for the housing market, particularly in Berlin, in close partnership with policy-makers.

A domination and profit and loss transfer agreement is not required to bring about the synergies and cost savings. The conclusion of such a contract is excluded for a period of at least three years. Vonovia has already announced synergies in the amount of EUR 105 million and is confident that it can leverage these synergies after the transaction closing, for instance through appropriate reciprocal service agreements. This figure does not include benefits from joint financing.

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, and the credit rating is expected to remain strong following the acquisition. Vonovia expects the rating agencies to affirm Vonovia's current ratings (S&P: BBB+; Moody's: A3). The financing of the takeover offer is secured through an acquisition financing bridge of approximately EUR 20 billion. With regard to refinancing, planned measures include a rights issue of up to EUR 8 billion, to be completed following the closing of the transaction.

The publication of the offer document has been authorised by the German Federal Financial Supervisory Authority (BaFin). The offer document and all other documents related to this transaction are available at the transaction website: https://de.vonovia-st.de/. Along with the German version of the offer document, a non-binding English version of the offer document is also available at this web address.

Morgan Stanley, Perella Weinberg, Bank of America Merrill Lynch and ParkView Partners are assisting Vonovia with investor communications in relation to this transaction.

About Vonovia

Vonovia SE is Europe's leading private residential real estate company. Vonovia currently owns around 414,000 residential units in all attractive cities and regions in Germany, Sweden and Austria. It also manages around 72,000 apartments. Its portfolio is worth approximately € 63 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 around 11,000 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 purchase nor a solicitation of an offer to sell shares in Deutsche Wohnen. The terms and conditions of the takeover offer, as well as further provisions concerning the takeover offer, are published in the offer document, the publication of which has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in Deutsche Wohnen are strongly advised to read the offer document and all other documents regarding the takeover offer, as they contain important information.

The offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany governing the conduct of such an offer. Deutsche Wohnen shareholders who are residents of the United States should note that the tender offer is being made with respect to securities of a company that is a foreign private issuer within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), and whose shares are not registered under Section 12 of the Exchange Act.

With respect to Deutsche Wohnen shareholders in the United States the tender offer is being made on the basis of the so-called "Tier II" exemption. This "Tier II" exemption allows a Bidder to comply with certain material and procedural requirements of the Exchange Act applicable to tender offers by complying with the law or practice of its home jurisdiction and exempts the Bidder from compliance with certain other requirements. As a result, the tender offer is principally subject to disclosure requirements and other procedural requirements (e.g. with respect to withdrawal rights, acceptance period, settlement, and timing of payments) of the Federal Republic of Germany, which differ not insignificantly from the corresponding U.S. laws.

The Bidder and its affiliates or brokers (acting as agents of the Bidder or its affiliates, if any) may, to the extent permitted by applicable laws or regulations, directly or indirectly acquire shares in Deutsche Wohnen or enter into agreements to acquire shares outside of the public tender offer before, during or after the term of the offer. This also applies to other securities convertible into, exchangeable for or exercisable for shares of Deutsche Wohnen. These purchases may be concluded via the stock exchange at market prices or outside the stock exchange on negotiated terms. If such purchases or agreements to purchase are made, they will be made outside the United States and will comply with applicable law, including, to the extent applicable, the Exchange Act. All information regarding such purchases will be disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction and on the website of the Bidder at https://en.vonovia-st.de/. To the extent that information on such purchases or purchase agreements is published in Germany, such information shall also be deemed to be publicly disclosed in the United States. In addition, the financial advisors of the Bidder may also act in the ordinary course of trading in securities of the Company, which may include purchases or agreements to purchase such securities.

Shareholders of Deutsche Wohnen, domiciled or habitually resident in the United States ("U.S. Shareholders") may face difficulties in enforcing their rights and claims under U.S. federal securities laws because both Deutsche Wohnen and Vonovia are domiciled outside the United States and all of their respective directors and officers are domiciled outside the United States. U.S. shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in a court outside the United States for violations of U.S. securities laws. Furthermore, difficulties may arise in enforcing judgments of a U.S. court against a company with its registered office outside the United States.

The receipt of cash pursuant to the offer by a U.S. Shareholder may be a taxable transaction for U.S. 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 their independent professional advisor immediately regarding the tax consequences of the acceptance of the offer. Neither Vonovia nor the persons acting jointly with Vonovia within the meaning of Section 2 para. 5 WpÜG nor its or their respective directors, officers or employees assume any responsibility for any tax consequences or liabilities resulting from an acceptance of the offer.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "expect", "believe", "estimate", "intend", "aim", "assume" and similar expressions. Such statements express the intentions, opinions or current expectations 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 do not purport to be correct in the future (this applies in particular to matters outside Vonovia SE's control). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond Vonovia SE's control. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that Vonovia SE will change its intentions and estimates reflected in documents or notices or in the offer document yet to be published after publication of the documents, notices or the offer document.