TLG IMMOBILIEN AG
Approx. 78% of WCM shareholders accept the takeover offer by TLG IMMOBILIEN AG within the regular acceptance period
DGAP-News: TLG IMMOBILIEN AG / Key word(s): Offer/Real Estate NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. Press release Approx. 78 percent of WCM shareholders accept the takeover offer by TLG IMMOBILIEN AG within the regular acceptance period Berlin, 12 September 2017 – TLG IMMOBILIEN AG hereby announces the final acceptance ratio at the end of the regular acceptance period with regard to its voluntary public takeover offer for WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (WCM): By the end of the acceptance period on 5 September 2017, 77.75 percent of the shareholders of WCM have accepted the offer. As set out in the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz), this will now be followed by a further two-week opportunity for WCM shareholders who have not yet tendered their shares to exchange their shares (additional acceptance period). Additional WCM shares can now be tendered during the additional acceptance period from September 13, 2017, 0:00 hours (CEST) until September 26, 2017, 24:00 hours (midnight) (CEST). During this period, WCM shareholders can exchange for every 5.75 WCM shares one new share of TLG IMMOBILIEN AG. The offer document and all other information about the Takeover Offer are available on the following website: www.tlg.eu > Investor Relations > Takeover offer WCM AG Contact
About TLG IMMOBILIEN AG As at 30 June 2017, the portfolio value of TLG IMMOBILIEN AG amounted to EUR 2.3 bn. The EPRA Net Asset Value per share of TLG IMMOBILIEN AG amounted to EUR 18.95 as of the same date. Important Notice The offer is made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Federal Republic of Germany have been filed, arranged for or granted. Holders of securities of WCM cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the Federal Republic of Germany. No U.S. federal or state securities commission or regulatory authority has approved or disapproved of the transaction or passed upon the adequacy or accuracy of the information in the offer related documents. Any representation to the contrary is a criminal offence in the United States of America (“United States”). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by any competent regulatory authority, a takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the national laws of such jurisdiction. The takeover offer will result in the acquisition of securities of a Germany company and is subject to German disclosure requirements, which differ from those of the United States. The financial information included or referred to in the offer documents has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The takeover offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Securities Exchange Act”), and the issuance of shares in the takeover offer will be pursuant to an exemption from registration provided by Rule 802 under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and the takeover offer will otherwise be made in accordance with the applicable regulatory requirements in Germany. Accordingly, the takeover offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. It may be difficult for U.S. holders of shares to enforce their rights and any claims arising under the U.S. federal securities laws, since TLG IMMOBILIEN and WCM are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment. To the extent permissible under applicable law or regulation, and in accordance with German market practice, TLG IMMOBILIEN or its brokers may purchase, or conclude agreements to purchase, securities in WCM, directly or indirectly, outside the takeover offer, before, during or after the period in which the offer remains open for acceptance. The same applies to other securities which are directly convertible into, exchangeable for, or exercisable for securities in WCM. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction. To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TLG IMMOBILIEN and the persons acting in conjunction with TLG IMMOBILIEN, for example with regard to the potential consequences of the takeover offer for WCM, for those shareholders of WCM who choose not to accept the takeover offer or for future financial results of WCM. Such forward-looking statements are based on current plans, estimates and forecasts which TLG IMMOBILIEN and the persons acting in conjunction with TLG IMMOBILIEN have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with TLG IMMOBILIEN. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. 12.09.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
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