Statement from Davidson Kempner regarding the Deutsche Wohnen takeover offer by Vonovia

London (ots/PRNewswire) - Davidson Kempner currently owns an aggregate 11.4
million shares (3.2% of the share capital), has been a substantial long-term
investor in Deutsche Wohnen SE, one of Europe's largest property companies over
many years and has engaged in an extensive dialogue with the Management during
this period. Davidson Kempner has also been an investor in Vonovia.

Vonovia and Deutsche Wohnen Have Circumvented Shareholder Rights

Vonovia launched an opportunistic bid for Deutsche Wohnen and offered key
members of the Management Board of Deutsche Wohnen (the "Target Board")
attractive roles in the enlarged company. The Target Board has subsequently
taken a number of initiatives that are unprecedented and legally questionable,
with the sole purpose of helping Vonovia acquire control in the face of
shareholder resistance to the offer terms.

Despite the majority of Deutsche Wohnen shareholders rejecting the original
offer, the Target Board agreed an amended offer very quickly with a minimum
adjustment to the offer terms. Recognising the risk that the amended offer would
be rejected once again, the Target Board also included a number of measures to
ensure Vonovia's success:

i. Providing Vonovia with almost ~10% of Deutsche Wohnen shares via:
a. The sale of 3.53% of treasury shares for EUR52/share (below the takeover
offer of EUR53/share)
b. The sale of a further 0.93% of treasury shares at EUR53/share
c. The issuance of primary shares amounting to 5.17% on a fully diluted basis
ii. Agreeing to waive all conditions, which forces many shareholders to sell or
tender their shares as the takeover is effectively considered as "over" prior
to Vonovia even acquiring the majority support of Deutsche Wohnen shareholders.
The Board has effectively handed control to Vonovia and worked around its own
shareholders.

In aggregate, these measures have severely undermined shareholder rights and in
particular, their prerogative to decide on takeover offers. Against a background
of the conflicts of interest of certain Deutsche Wohnen Board members, this
makes the situation even more disturbing and raises serious corporate governance
concerns in the German market.

This is a Dangerous Precedent for German Corporate Governance

Vonovia and Deutsche Wohnen have demonstrated that as long as the Management and
Supervisory Boards of both companies want a deal to come together, shareholders'
opinions and voting rights can largely be cast aside. This creates a dangerous
precedent in Germany, in which Management Boards can effectively decide the fate
of a company and undermine shareholder democracy.

There is now a serious threat that Vonovia makes a delisting offer for Deutsche
Wohnen, a large DAX company with a significant free float. A delisting provides
no meaningful benefit to Deutsche Wohnen and it effectively forces many public
shareholders to sell or tender their Deutsche Wohnen shares and enable Vonovia
to increase its control . Many market observers and German institutions saw this
aggressive measure used in the Rocket Internet delisting offer in 2020, another
situation marred by material corporate governance failures.

Davidson Kempner Has Taken Legal Action and Will Hold the Board Accountable

Davidson Kempner has applied for an injunction to prevent the primary share
issuance of 5.17% and the sale of 0.93% treasury shares. Davidson Kempner also
reserves its rights to pursue other legal action.

About Davidson Kempner Capital Management LP

Davidson Kempner Capital Management LP is a U.S.-registered global institutional
investment management firm with over 35 years of experience and a focus on
fundamental investing with a multi-strategy approach. Davidson Kempner has
approximately $37.5 billion in assets under management with over 400
professionals in six offices, including New York, London, Hong Kong, Shenzhen,
Dublin and Philadelphia.

For media enquiries:
Greenbrook (international media)
Andrew Honnor, Rob White
Email: [e-mail]
Tel.: [phone]

Die Himmelsschreiber (German media):
Michael Inacker, Dietrich Alexander
Email: [e-mail]
Tel.: [phone]

Additional content: http://presseportal.de/pm/146402/5028141
OTS: Davidson Kempner