DGAP-News

DEMIRE Deutsche Mittelstand Real Estate AG: Public Takeover Offer for All Shares of Fair Value REIT-AG - Seite 2

Major shareholders of Fair Value, who hold a total of 23.21% of the share
capital, support DEMIRE's offer and have irrevocably committed to accept
the Takeover Offer. These shareholders include, inter alia, Obotritia
Capital KGaA, whose personally liable partner is Mr. Rolf Elgeti, Chairman
of the Supervisory Board of Fair Value, who holds the shares indirectly
through subsidiaries. Furthermore, today, DEMIRE and Fair Value entered
into a so-called business combination agreement in which the two companies
have established their current understanding with regard to the
implementation of the Takeover Offer and the general support of the Fair
Value Management Board.

The transaction, which in its technical implementation takes into account
the requirements of the REIT Act, is due to be completed by the end of
2015, subject to a minimum acceptance rate of 50.1% of the voting rights
and further customary market terms and conditions. The final terms and
conditions and the other provisions of the public Takeover Offer will be
contained in the offer document after publication approval is given by the
Federal Financial Supervisory Authority.

The shareholders of both Fair Value as well as those of DEMIRE can profit
considerably from the takeover. The expanded real estate group, with around
175 commercial properties in the office, logistics and retail asset classes
and more than 1.1 million m² of space (more than 810,000 m² from DEMIRE and
approximately 275,000 m² from Fair Value) will have significantly more
clout on the market and considerable economies of scale. The portfolio with
a market value totalling roughly EUR 1 billion will generate annual net
rent of over EUR 77.5 million.

The combination of these two companies creates a homogeneous portfolio,
which can be managed more efficiently. The diversified overall portfolio in
fast-growing secondary locations will also be expanded in the future in
order to sustainably strengthen the position obtained as an established
holder of commercial real estate and to be able to realise further
economies of scale. At the forefront of this will be the acquisition of
properties with tenants with good credit, increasing equity of the Group
and the generation of sustainable and clearly positive cash flows. A
further common mid-term target is the payment of a dividend.

DEMIRE expects that the future size of the Company following the takeover
will lead to cost advantages due to the increased visibility inter alia in
the capital markets. With the intended change to the Prime Standard