TLG IMMOBILIEN AG
86% of WCM’s shareholders have accepted TLG IMMOBILIEN AG’s takeover offer
DGAP-News: TLG IMMOBILIEN AG / Key word(s): Offer/Real Estate Press release As set out in the offer document, TLG IMMOBILIEN offered 1 new no-par value bearer share in exchange for every 5.75 WCM shares (4:23). The new shares will originate from the existing authorized capital of TLG IMMOBILIEN and will carry dividend rights from 1 January 2017. As a result of the approx. 86% acceptance rate, TLG IMMOBILIEN will issue 20,435,708 new no-par value bearer shares. The delivery of the new shares to the shareholders of WCM who tendered their shares, as well as the start of trading of the new shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange, is expected to take place within the next days. The combination of the two entities allows TLG IMMOBILIEN to significantly expand its presence in the economic growth areas of western Germany, in line with the company’s growth strategy which has accelerated since its IPO in 2014. TLG IMMOBILIEN expects to realize cost synergies of approx. EUR 5 m p.a. on fully phased-in basis, assuming that a domination agreement is concluded between TLG IMMOBILIEN and WCM. The headquarters of the combined business will remain in Berlin. Niclas Karoff, Member of the Management Board of TLG IMMOBILIEN said: ‘We are happy to announce the successful completion of a milestone transaction that enables TLG IMMOBILIEN to build a pan-German commercial real estate platform with a value of more than EUR 3 bn and focused on key domestic growth hubs. While maintaining our balanced office/retail portfolio structure and income profile, the combined company has the operational and financial strength to continue its growth path with a focus on institutional quality properties.’ Peter Finkbeiner, Member of the Management Board of TLG IMMOBILIEN added: ‘We have already started to prepare the integration of the two platforms in order to achieve maximum benefits as soon as possible. The new size and reach of TLG IMMOBILIEN will enable the company to play an even larger role in the German commercial real estate market without compromising our financial policies.’ The offer document and all other information regarding the takeover offer are available on the following website: www.tlg.eu > Investor Relations > Takeover offer WCM AG
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 Takeover 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). The Takeover Offer is not 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 Document and/or the Takeover 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 Offer Document and/or the Takeover Offer 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 German 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 documents related to the Takeover Offer 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 is being made in the United States pursuant to 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 is being made 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 is otherwise being made in accordance with the applicable regulatory requirements in Germany. Accordingly, the Takeover Offer is 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 even after the expiration of the additional acceptance period. 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 concert 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 concert 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 TLG IMMOBILIEN or the persons acting in concert with TLG IMMOBILIEN. It should be kept in mind that the actual events or developments may differ materially from those contained in or expressed by such forward-looking statements. 04.10.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
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