DGAP-News
Cube Invest: Fairness Opinion by Hohlbein/Proschofsky Concerning the Acquisition Offer for conwert
DGAP-News: Cube Invest GmbH / Key word(s): Statement/Offer
Cube Invest: Fairness Opinion by Hohlbein/Proschofsky Concerning the
Acquisition Offer for conwert
31.03.2015 / 08:00
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Peter Hohlbein and Alexander Proschofsky were candidates to serve as Board
members as the representatives of the free shareholders at conwert's 2014
Annual General Meeting. The clear majority vote at this assembly in favor
of Peter Hohlbein and Alexander Proschofsky was only prevented by the
Chairwoman of the Board of Directors who arbitrarily excluded 5.5 million
votes from being counted. This blocking of voting rights was recently
judged to be unlawful by the Austrian Takeover Commission. With high
likelihood this decision will result in the two being retroactively
instated as members of the Board of Directors.
As the lawfully elected representatives of the free shareholders, Peter
Hohlbein and Alexander Proschofsky submit the following assessment of the
takeover offer made by Deutsche Wohnen:
1. The offer of EUR 11.50 per share is well below all of the usual market
assessment parameters. For example, conwert's book value per share,
including reported reserves in the available for sale portfolio,
amounts to EUR 12.96. The EPRA Net Asset Value (NAV) as of December 31,
2014, amounts to EUR 15.70 per share. The offer therefore equates to
only around 73% of the 2014 EPRA NAV, while Deutsche Wohnen currently
trades at approx. 135% of its 2014 EPRA NAV. In comparison to this,
Deutsche Wohnen paid around 119% of the EPRA NAV when it acquired GSW
Immobilien at the end of 2013.
2. In our opinion, conwert's qualitatively for the most part very good
residential portfolio in Austria and Germany contains significant
valuation reserves. Compared to other real estate companies in its peer
group, conwert has made only very moderate valuation increases here in
recent years. By comparison, Deutsche Wohnen increased the value of its
entire portfolio by 10.8% in 2014 and its real estate in Berlin by
approx. 12%. conwert, on the other hand, only increased the valuation
of its Berlin portfolio by 5% and its entire portfolio in Germany by
1.8%.
3. In our opinion, the current market yields are considerably lower than
the market value returns shown by conwert (5.9% for Berlin, 5.2% for
Potsdam, 7.1% for Dresden, 7.6% for Leipzig, and 4.3% for Vienna),
Peter Hohlbein and Alexander Proschofsky were candidates to serve as Board
members as the representatives of the free shareholders at conwert's 2014
Annual General Meeting. The clear majority vote at this assembly in favor
of Peter Hohlbein and Alexander Proschofsky was only prevented by the
Chairwoman of the Board of Directors who arbitrarily excluded 5.5 million
votes from being counted. This blocking of voting rights was recently
judged to be unlawful by the Austrian Takeover Commission. With high
likelihood this decision will result in the two being retroactively
instated as members of the Board of Directors.
As the lawfully elected representatives of the free shareholders, Peter
Hohlbein and Alexander Proschofsky submit the following assessment of the
takeover offer made by Deutsche Wohnen:
1. The offer of EUR 11.50 per share is well below all of the usual market
assessment parameters. For example, conwert's book value per share,
including reported reserves in the available for sale portfolio,
amounts to EUR 12.96. The EPRA Net Asset Value (NAV) as of December 31,
2014, amounts to EUR 15.70 per share. The offer therefore equates to
only around 73% of the 2014 EPRA NAV, while Deutsche Wohnen currently
trades at approx. 135% of its 2014 EPRA NAV. In comparison to this,
Deutsche Wohnen paid around 119% of the EPRA NAV when it acquired GSW
Immobilien at the end of 2013.
2. In our opinion, conwert's qualitatively for the most part very good
residential portfolio in Austria and Germany contains significant
valuation reserves. Compared to other real estate companies in its peer
group, conwert has made only very moderate valuation increases here in
recent years. By comparison, Deutsche Wohnen increased the value of its
entire portfolio by 10.8% in 2014 and its real estate in Berlin by
approx. 12%. conwert, on the other hand, only increased the valuation
of its Berlin portfolio by 5% and its entire portfolio in Germany by
1.8%.
3. In our opinion, the current market yields are considerably lower than
the market value returns shown by conwert (5.9% for Berlin, 5.2% for
Potsdam, 7.1% for Dresden, 7.6% for Leipzig, and 4.3% for Vienna),