TLG IMMOBILIEN AG
Takeover Offer <DE000A12B8Z4>; <DE000A1X3X33>
Target company: WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft; Bidder: TLG IMMOBILIEN AG
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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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.
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 IN CONJUNCTION WITH SEC. 29 PARA.
1, 34 OF THE
GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT
(WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ (WPÜG))
Bidder:
TLG IMMOBILIEN AG
Hausvogteiplatz 12
10177 Berlin, Germany
registered with the commercial register of the local court Berlin-
Charlottenburg under HRB 161314 B
WKN: A12B8Z
ISIN: DE000A12B8Z4
Target company:
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
Bleichstraße 64-66
60313 Frankfurt am Main, Germany
registered with the commercial register of the local court Frankfurt am
Main under HRB 55695
WKN: A1X3X3
ISIN: DE000A1X3X33
The offer document will be published on the Internet following approval of
its publication by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) at
http://www.tlg.de/ under Investor Relations.
Information on the Bidder:
On May 10, 2017, TLG IMMOBILIEN AG decided to make a voluntary public
takeover offer (in the form of an exchange offer) to the shareholders of
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft with its registered
office in Frankfurt am Main to acquire their no-par value bearer shares in
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft, each with a notional
value of the share capital of WCM Beteiligungs- und Grundbesitz-
Aktiengesellschaft of EUR 1.00 (ISIN DE000A1X3X33) (the ‘WCM Shares’).
In exchange for each 5.75 of the WCM Shares tendered for exchange, TLG
IMMOBILIEN AG intends to offer as consideration one new no-par value bearer
share of TLG IMMOBILIEN AG with a notional value of the share capital of
TLG IMMOBILIEN AG of EUR 1.00 and with dividend rights as of January 1,
2017 (the ‘TLG Shares’), subject to the final determination of the minimum
prices required by law and the final terms set forth in the offer document.
The offered TLG Shares shall be created through a capital increase from the
Authorized Capital 2014/II pursuant to section 6.1 of the Articles of
Association of TLG IMMOBILIEN AG.
Closing of the public takeover offer will be made subject to certain
conditions, including, inter alia, a minimum acceptance rate of 50 % plus
one WCM Shares as well as the registration of the implementation of the
above-mentioned capital increase. Furthermore, insofar as legally
permissible, TLG IMMOBILIEN AG reserves the right to deviate in the final
terms of the public takeover offer from the conditions and basic
information described herein.
The offer document and further announcements relating to the takeover offer
will be published on the Internet at http://www.tlg.de/ under Investor
Relations.
Disclaimer:
This announcement is for information purposes only and neither constitutes
an offer to purchase or exchange nor an invitation to sell or to make an
offer to exchange, securities of WCM Beteiligungs- und Grundbesitz-
Aktiengesellschaft (‘WCM’) or TLG IMMOBILIEN AG (‘TLG IMMOBILIEN’). The
final terms and further provisions regarding the public takeover offer will
be disclosed in the offer document once its publication will have been
approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). TLG IMMOBILIEN reserves
the right to deviate in the final terms and conditions of the public
takeover offer from the basic information described herein. Investors and
holders of securities of WCM are strongly recommended to read the offer
document and all announcements in connection with the public takeover offer
as soon as they are published, as they contain or will contain important
information.
The offer will be 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.
Berlin, May 10, 2017
TLG IMMOBILIEN AG
Management Board
End of WpÜG announcement
The 10.05.2017 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Listed: WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft: Regulierter
Markt in Frankfurt (Prime Standard), Hamburg und Stuttgart; Freiverkehr in
Düsseldorf, Berlin, München, Hannover und Tradegate Exchange
TLG IMMOBILIEN
AG: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in
Düsseldorf, Berlin, Stuttgart, München, Hannover, Hamburg und Tradegate
Exchange
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