Fair Value REIT-AG / Key word(s): Offer
31.07.2015 08:42
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad hoc notification pursuant to Section 15 of the German Securities Trading
Act
(published on 31 July 2015)
DEMIRE Deutsche Mittelstand Real Estate AG announces voluntary public
takeover offer for Fair Value REIT-AG
Fair Value REIT-AG
Leopoldstraße 244
80807 Munich
Germany
WKN: A0MW97
ISIN: DE000A0MW975
Munich, 31 July 2015. DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE")
intends to launch a voluntary public takeover offer for all outstanding
shares of Fair Value REIT-AG ("Fair Value") and to offer two (2) shares in
DEMIRE as consideration for one (1) share in Fair Value. Upon the
successful consummation of the takeover offer, a real estate group with a
portfolio of commercial real estate with a value of about EUR 1 billion
will be created.
With regard to the intended takeover offer, Fair Value entered into a
business combination agreement with DEMIRE setting forth the cornerstones
of the transaction, the support of the transaction by Fair Value under
certain conditions and the mutual understanding regarding the future
business co-operation between Fair Value and DEMIRE. In the business
combination agreement, DEMIRE has assumed the obligation to use its
reasonable best efforts to procure that the REIT status of Fair Value is
not endangered as a result of the takeover offer as long as Fair Value is
organized as a REIT under its articles of association.
The chairman of Fair Value's supervisory board, Mr. Rolf Elgeti, and the
deputy chairman of Fair Value's supervisory board, Dr. Oscar Kienzle,
informed Fair Value that the subsidiaries of Obotritia Capital KGaA, of
which Mr. Rolf Elgeti is the personally liable shareholder, and Kienzle
Vermögensverwaltungs GmbH, which is attributable to Dr. Oscar Kienzle,
contractually committed to accept the takeover offer for the Fair Value
shares held by them (approx. 23.21%).
After reception of the offer document that will be published by DEMIRE, the
management board and the supervisory board will provide a statement as to
this offer pursuant to their statutory duties. Subject to the review of the
offer document and the final review of the fairness of the exchange ratio,
the management board and the supervisory board of Fair Value intend to
support the intended takeover offer on the basis of the business
combination agreement.
The Management Board
- End of the notification -
31.07.2015 The DGAP Distribution Services include Regulatory Announcements,
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Language: English
Company: Fair Value REIT-AG
Leopoldstraße 244
80807 München
Germany
Phone: +49 (0)89 9292 815-01
Fax: +49 (0)89 9292 815-15
E-mail: info@fvreit.de
Internet: www.fvreit.de
ISIN: DE000A0MW975
WKN: A0MW97
Indices: RX REIT All Share Index, RX REIT Index
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart
End of Announcement DGAP News-Service
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