Publication of the decision to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) in accordance with § 10 para. 1 sentence 1 in conjunction with § 29 para. 1, § 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)
registered in the commercial register of the local court of Bochum under HRB 16879.
GSW Immobilien AG
Mecklenburgische Straße 57
registered in the commercial register of the local court of Berlin (Charlottenburg) under HRB 125788 B.
(referred to as "GSW")
On 21 September 2021, Vonovia SE decided to offer to the shareholders of GSW (GSW Shareholders), by way of a voluntary public takeover offer, to acquire their no-par value bearer shares in GSW, each representing a pro rata amount of the registered share capital of GSW of EUR 1.00 per share (ISIN: DE000GSW1111) (GSW Shares) against payment of a cash consideration in the amount of the statutory minimum price.
The consummation of the transaction is expected for January 2022 and will not be subject to any closing conditions.
Vonovia SE further reserves the right, to the extent legally permissible, to deviate from the key parameters stated above.
The offer document and further notifications relating to the takeover offer will be published on the internet under https://en.vonovia-gsw.de.
This announcement is neither an offer to sell or purchase nor a solicitation of an offer to sell or purchase GSW Shares. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase Vonovia SE shares. The final terms and further provisions regarding the takeover offer will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Vonovia SE reserves the right to deviate from the basic terms presented herein in the final terms of the offer document. Investors and holders of GSW Shares are strongly recommended to read the offer document and all other documents in connection with the public takeover 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, a public takeover 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 offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. The offer will be made in the United States pursuant to an exemption from the US tender offer rules and otherwise in accordance with the requirements of German law. Accordingly, the 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 US domestic tender offer procedures and law.
The receipt of cash pursuant to the offer by a US holder of GSW Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of GSW Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer.
The Bidder and persons acting jointly with it within the meaning of section 2 para. 5 WpÜG or brokers (insofar as they are acting as agents of the Bidder or persons acting jointly with it within the meaning of section 2 para. 5 WpÜG) may, to the extent permitted by applicable laws or ordinances, directly or indirectly acquire shares in GSW Immobilien AG or enter into agreements to acquire shares outside of the public Takeover Offer before, during or after the Acceptance Period of the offer. This also applies to other securities that are convertible into, exchangeable for, or exercisable for shares in GSW Immobilien AG. These purchases can be concluded via the stock exchange at market prices or outside the stock exchange at negotiated conditions. All information on such purchases will be published in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction and on the Bidder's website at https://en.vonovia-gsw.de. To the extent information about such purchases or purchase agreements is published in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also act in the ordinary course of trading in securities of the Target Company, which may include purchases or agreements to purchase such securities.
It may be difficult for US holders of GSW Shares to enforce their rights and claims arising out of the US federal securities laws, since Vonovia SE and GSW SE 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. US holders of GSW Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
If any announcements in this document 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 Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia SE has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward looking information is in relation to matters outside the control of Vonovia SE. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia SE. 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. It is possible that Vonovia SE will change its intentions and assumptions reflected in the documents and announcements or in the yet to be published offer document after the publication of these documents, announcements or the offer document.
Bochum, 21 September 2021
End of the WpÜG announcement