DGAP-News

DEMIRE Deutsche Mittelstand Real Estate AG: Public Takeover Offer for All Shares of Fair Value REIT-AG

DGAP-News: DEMIRE Deutsche Mittelstand Real Estate AG / Key word(s):
Offer/Merger
DEMIRE Deutsche Mittelstand Real Estate AG: Public Takeover Offer for
All Shares of Fair Value REIT-AG

31.07.2015 / 09:15

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DEMIRE Deutsche Mittelstand Real Estate AG Public Takeover Offer for All
Shares of Fair Value REIT-AG

- Takeover in the form of an exchange offer: Two DEMIRE
shares for one Fair Value share

- Offer currently corresponds to a price of EUR 10.02 per
Fair Value share based on the XETRA closing price of
DEMIRE's shares on 30 July 2015

- Offer includes a premium of 11.00 % based on the
relationship of the values of both companies based on the
further refined EPRA NAV (adjusted, diluted) per share
(status: 27 July 2015)

- With a successful takeover, portfolio of commercial real
estate to grow to a market value of roughly EUR 1 billion

- Significant synergies and efficiency gains expected

- Targeted LTV of 50-60 % for the combined company

- Intended change to Prime Standard segment

- Fair Value's major shareholders undertake to accept
Takeover Offer

Frankfurt/Main, 31 July 2015 - Today, the Executive Board and the
Supervisory Board of DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE",
ISIN DE000A0XFSF0) decided to submit a voluntary public takeover offer
pursuant to the German Securities Trading Act (WpHG) for all shares of Fair
Value REIT-AG ("Fair Value") (ISIN DE000A0MW975). In the event of the
successful completion of the Takeover Offer, a stock-market listed
specialist for commercial real estate in secondary locations will be formed
and will possess a portfolio valued at around EUR 1 billion with annual net
rent of EUR 77.5 million.

The takeover shall be executed as an exchange offer. Subject to the final
determination in the offer document, DEMIRE will offer the Fair Value
shareholders two new no-par value bearer shares of DEMIRE, with a notional
interest in DEMIRE's share capital of EUR 1.00 each for one Fair Value
share. This represents an exchange ratio of 1:2. The new shares, to be
created from a capital increase in kind that must still be resolved by the
Extraordinary General Meeting of DEMIRE to be convened on short notice,
will be entitled to dividends as of 1 January 2015. The offer includes a
premium of 11.00 % based on the relationship of the values of both
companies based on the further refined EPRA NAV (adjusted, diluted) per
share (status: 27 July 2015). In the opinion of the Executive Board, this
value is primarily relevant for the valuation of real estate companies.