ADLER Group S.A.
Takeover Offer <LU1250154413>; <DE0005008007>
Target company: ADLER Real Estate AG; Bidder: ADO Properties S.A.
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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Takeover Offer ADO Properties S.A. ./. ADLER Real Estate AG
Target company: ADLER Real Estate AG; Bidder: ADO Properties S.A.
ADO Properties S.A.
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 of the decision to launch a public takeover offer in accordance
with Section 10 para. 1 sentence 1 in conjunction with Section 29 para. 1
and Section 34 WpÜG.
Bidder:
ADO Properties S.A.
1B Heienhaff
1736 Senningerberg
Grand Duchy of Luxembourg
registered with the Registre De Commerce et des Sociétés de Luxembourg
under registration number B197554, ISIN: LU1250154413, WKN: A14U78
Target Company:
ADLER Real Estate AG
Joachimsthaler Straße 34
10719 Berlin, Germany
registered in the commercial register of the local court of Berlin-
Charlottenburg under HRB 180360 B
ISIN: DE0005008007, WKN: 500800
Today, ADO Properties S.A. (‘Ado Properties’) decided to offer to all
shareholders of ADLER Real Estate AG (‘Adler’) by way of a voluntary public
takeover offer in the form of an exchange offer (‘Offer’) to acquire their
ordinary shares with no par value in Adler. Subject to the final
determination of the minimum prices and the offer conditions in the offer
document, Ado Properties intends to offer 0.4164 new shares in Ado
Properties as consideration in exchange for each tendered share of Adler.
The new shares in Ado Properties will carry dividend rights as of January
1, 2019. The offered Ado Properties shares shall be created by way of
capital increase by exercising the authorized capital of Ado Properties
pursuant to Section 5 of its articles of association (via a board of
directors resolution of Ado Properties).
Closing of the Offer will be subject to antitrust clearance. The final
terms and conditions of the Offer will be set forth in the full offer
document.
In connection with the Offer, Ado Properties and Adler entered into a
business combination agreement (‘Business Combination Agreement’). The
subject matter of the Business Combination Agreement is the common
understanding of the strategic objectives of Ado Properties and Adler with
regard to portfolio diversification, the intended future governance
structure for the combined group’s business and the integration process,
the timeline and the conditions of the offer (subject to certain
participation rate thresholds being met), as well as the general support of
the Offer by Adler’s Management and Supervisory Board. Adler’s Management
and Supervisory Board will recommend acceptance of the Offer by the
shareholders of Adler.
In addition, Ado Properties entered into irrevocable undertakings
(‘Irrevocable Undertakings’) with major shareholders of Adler – including
inter alia the Co-CEO of Adler, Tomas de Vargas Machuca – representing
52.21% of the current shares and voting rights in Adler, whereby such
shareholders committed themselves vis-à-vis Ado Properties, subject to
certain conditions, to submit their shares within the acceptance period of
the Offer.
The offer document and further notifications relating to the Offer will be
published on the internet at
https://www.ado.properties/websites/ado/English/1500.html
Important information
This announcement is neither an offer to purchase nor a solicitation to
purchase Ado Properties or Adler shares. The final terms and further
provisions regarding the Offer will be in the offer document once its
publication has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and
holders of Adler shares are strongly recommended to read the offer document
and all other documents in connection with the Offer as soon as they are
published, as they will contain important information.
Subject to the exceptions described in the offer document and any
exceptions granted by the relevant regulatory authorities, an Offer is not
being made directly or indirectly, in or into those jurisdictions where to
do so would constitute a violation pursuant to the laws of such
jurisdiction.
The Ado Properties shares that are intended to be transferred to Adler
shareholders as consideration (‘Offer Shares’) have not been, and will not
be, registered under the United States Securities Act of 1933, as amended
(‘Securities Act’), or under any of the applicable securities laws of any
state, district or other jurisdiction of the United States of America. The
Offer Shares may not be offered, sold or delivered, directly or indirectly,
to Adler shareholders located in the United States of America (‘U.S.
Shareholders’), or to agents, nominees, trustees, custodians or other
persons acting for the account or benefit of U.S. Shareholders, unless
registered under the Securities Act or pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable state securities laws
of the United States. The Offer Shares will be offered in the United States
in reliance upon the exemption from the registration requirements of the
Securities Act provided by Rule 802 thereunder.
The Offer is not subject to the ‘U.S. tender offer rules’ contained in
Regulation 14D under the United States Securities Exchange Act of 1934, as
amended (‘Exchange Act’) and is being made with respect to U.S.
Shareholders in reliance on exemptions provided by Rule 14d-1(c) under the
Exchange Act. As a result, the Offer is made in accordance with the
applicable regulatory, disclosure and procedural requirements under German
law, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different from those
applicable under United States domestic tender offer procedures and law.
Holders of securities in Adler should be aware that Ado Properties reserves
the right, to the extent permissible under applicable law or regulation,
and in accordance with German market practice, to purchase, or conclude
agreements to purchase, Adler shares, directly or indirectly, outside of
the scope of the Offer, before, during or after the acceptance or further
acceptance period. This applies to other securities that are directly
convertible into, exchangeable for, or exercisable for Adler shares. 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.
The transaction described in this document involves the securities of
Luxembourg and German companies. Information distributed in connection with
the transaction is subject to the disclosure requirements of the Federal
Republic of Germany, which are different from those of the United States.
The financial information included or incorporated by reference in this
document has been prepared in accordance with accounting standards in
Luxembourg or Germany, as applicable, that may not be comparable to the
financial statements or financial information of United States companies.
It may be difficult for shareholders to enforce their rights and any claims
they may have arising under the U.S. federal securities laws, since Ado
Properties and Adler are each located in a non-U.S. jurisdiction and their
respective officers and board members are residents of non-U.S.
jurisdictions. Holders of securities in Ado Properties and Adler may not be
able to rely on having recourse to provisions for the protection of
investors in any jurisdiction other than the provisions of Luxembourg or
Germany, as applicable. Holders of securities in Ado Properties and Adler
may not be able to sue Ado Properties, Adler or their respective officers
and board members in court in Luxembourg or Germany, as applicable, for
violations of the U.S. securities laws. It may be difficult to compel Ado
Properties, Adler or any of their respective affiliates to subject
themselves to a U.S. court’s judgment.
If any announcements in this document contain forward-looking statements,
such statements do not represent facts and are characterized by the words
‘will’, ‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘contemplate’, ‘aim’,
‘assume’ or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of Ado Properties and the
persons acting together with Ado Properties. Such forward-looking
statements are based on current plans, estimates and forecasts which Ado
Properties and the persons acting together with Ado Properties 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 Ado
Properties or the persons acting together with Ado Properties. 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.
Grand Duchy of Luxembourg, December 15, 2019
ADO Properties S.A.
Board of Directors
End of WpÜG announcement
End of WpÜG announcement
The 15.12.2019 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Tradegate Exchange / Bieter: Regulierter Markt in Frankfurt (Prime
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Stuttgart, Tradegate Exchange; London, Börse Luxemburg, SIX