DGAP-News

Deutsche Wohnen SE: Deutsche Wohnen supports improved offer by Vonovia to combine both companies - Seite 2

Deutsche Wohnen and Vonovia remain convinced of the strategic benefits of a business com-bination. Together, the two companies can better shoulder the necessary investments in cli-mate protection, needs-based housing and affordable housing. As already announced, signifi-cant synergies are also expected from joint management and the complementary regional portfolios. In addition, the combined company will be ideally positioned according to Deutsche Wohnen and Vonovia to play a major role in the real estate sector in Europe.

Michael Zahn, CEO of Deutsche Wohnen: "A combination with Vonovia in partnership still makes strategic sense and offers significant benefits. From recent discussions with our shareholders, we have gained the impression that the strategic logic is recognized. In addition, many shareholders regretted that the transaction was not successful. We do not want to de-prive them of the opportunity to approve the combination on improved terms."

Improved Takeover Offer by Vonovia

Vonovia plans (subject to approval by BaFin) to publish an improved voluntary takeover offer in the near future and to offer all shareholders of Deutsche Wohnen 53 euros in cash per share. The increased offer price is slightly above Deutsche Wohnen's expected EPRA NTA as of June 30, 2021. The offer thus values Deutsche Wohnen at approx. 19 billion euros (on undi-luted basis).

The Executive Board and Supervisory Board of Deutsche Wohnen welcome the planned re-newed takeover offer by Vonovia and - subject to the review of the offer document - intend to support it and to recommend its acceptance to the shareholders.

The planned takeover offer will be subject to a minimum acceptance level of 50 % of all shares of Deutsche Wohnen and other customary closing conditions. The clearance granted by the Federal Cartel Office under the offer of June 23, 2021 also applies to the improved takeover offer.

Business Combination Agreement

The existing business combination agreement of Deutsche Wohnen and Vonovia was adjust-ed in view of the parameters of the improved offer. The agreement remains valid that no ter-minations for operational reasons in connection with the planned transaction with effect from a date prior to December 31, 2023 are to be issued. The agreements reached in terms of gov-ernance structure and board composition of the combined companies ("Vonovia SE" with headquarters in Bochum and management from Bochum and Berlin) remain in place. This applies in particular the appointment of Mr. Michael Zahn as Deputy Chairman of the man-agement board and Mr. Philip Grosse as Chief Financial Officer of Vonovia.