DGAP-News: Signing of an investor agreement relating to a voluntary public takeover offer by Oaktree and CURA

Signing of an investor agreement relating to a voluntary public takeover offer by Oaktree and CURA

• Joint bidder company will make a voluntary public takeover offer at a total cash consideration of EUR 22.50 per Share
• Premium of 44.0% on the closing share price on 20 May 2022
• The Management Board and Supervisory Board of Deutsche EuroShop endorse the Offer

Hamburg, 23 May 2022 – Deutsche EuroShop AG, Hamburg (ISIN: DE0007480204) (“Company”), has today entered into an investor agreement with Hercules BidCo GmbH, Munich (“Bidder”), pursuant to which the Bidder will make a voluntary public takeover offer (“Offer”) for all outstanding shares of the Company for EUR 21.50 per share in cash. In addition, the Company's shareholders who accept the Offer will receive the amount of the dividend payable for the financial year 2021, which is expected to be EUR 1.00 per share, resulting in a total offer value of EUR 22.50 per share. The Bidder is a subsidiary of Hercules Holdings S.à r.l., a holding company which will in the future be jointly controlled by affiliates of Oaktree Capital Group Holdings GP, LLC and the limited partnership CURA Vermögensverwaltung G.m.b.H. & Co. ultimately controlled by Mr. Alexander Otto.

The Offer values Deutsche EuroShop at an equity value of about EUR 1.4 billion. The Offer represents a premium of 44.0% to the Xetra closing price of the Shares on 20 May 2022 (EUR 15.63).

The Bidder intends to file the offer document with BaFin in due course and it is expected that the acceptance period will start in June 2022. The Offer will be subject to a minimum acceptance threshold of 50.0% plus one Share (including certain shares already held by Mr. Alexander Otto and entities controlled by him, including Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co.) and certain other customary conditions, including merger control clearance of the acquisition by the European Commission or the competent authorities in individual member states of the European Union, as applicable. The transaction is expected to close in the third quarter of 2022.

On the basis of the investor agreement, the Management Board and the Supervisory Board welcome and support the Bidder's Offer and believe that the Transaction is in the best interests of the Company. Subject to the review of the Offer Document to be published by the Bidder in the course of the Implementation, the Management Board and the Supervisory Board intend to recommend to the shareholders of the Company to accept the Offer.

With regard to the changed shareholder structure in the event of a successful implementation of the Offer, the Company will cancel its annual general meeting convened for 23 June 2022 and will reconvene it for end of August 2022.

Further information on the Offer will be made available on Deutsche EuroShop's website or by the Bidder after its publication.

Deutsche EuroShop is advised by Deutsche Bank, which – like Rothschild & Co – has been mandated to provide a fairness opinion. Norton Rose Fulbright is acting as legal advisor.

Deutsche EuroShop - The Shopping Center Company

Deutsche EuroShop is the only public company in Germany to invest solely in shopping centers in prime locations. The SDAX-listed company currently has investments in 21 shopping centers in Germany, Austria, Poland, the Czech Republic and Hungary. The portfolio includes the Main-Taunus-Zentrum near Frankfurt, the Altmarkt-Galerie in Dresden and the Galeria Baltycka in Gdansk, among many others.