TLG IMMOBILIEN AG / Key word(s): Investment/Acquisition
Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation - MAR)
TLG IMMOBILIEN AG acquires an equity stake of 9.99% in Aroundtown SA and commences discussions with Aroundtown SA regarding a potential business combination
Berlin, September 1, 2019. Today, TLG IMMOBILIEN AG ("TLG") (ISIN: DE000A12B8Z4) has entered into an agreement to purchase a 9.99% stake in the share capital of Aroundtown S.A. ("Aroundtown") from Avisco Group Plc ("Avisco"), the largest shareholder of Aroundtown, for EUR1,016 million (the "Stake Purchase"). The price agreed for the Stake Purchase values Aroundtown at EUR8.3 per share (the "Purchase Price"), which corresponds to the EPRA NAV of Aroundtown as of June 30, 2019. The Stake Purchase is accretive to the FFO per share of TLG from day 1.
In addition, TLG and Avisco have concluded an option agreement pursuant to which TLG has a call right to purchase from Avisco, and Avisco has a put right to sell to TLG, another stake of up to 4.99% in the share capital of Aroundtown (the "Option"). In the case of the full exercise of the Option, TLG's shareholding in Aroundtown would increase from 9.99% to 14.99%, making it the largest shareholder in Aroundtown. The price per share of the Option is equivalent to the Purchase Price of the Stake Purchase. The Option is exercisable by either party prior to February 28, 2020, subject to certain conditions precedent, including receipt of merger control clearance.
As part of the transaction, each of TLG and Avisco have agreed to a lock-up of shares representing 9.99% in Aroundtown (based on the current share capital) until the earlier of August 31, 2020 or a potential merger between TLG and Aroundtown. Avisco supports the potential merger between TLG and Aroundtown.
Building upon today's announcement, TLG intends to seek representation on the Board of Directors of Aroundtown, commensurate with its shareholding in Aroundtown, as soon as possible. Aroundtown welcomes TLG as an investor in the company. TLG and Aroundtown intend to commence discussions in relation to a potential merger to the benefit of both companies and their shareholders. TLG intends to act as offeror (at an exchange ratio guided by the then prevailing EPRA NAV of the two companies, subject to market conditions and mutual due diligence), or effect a different form of business combination as to be mutually agreed between the parties.
Investor Relations TLG IMMOBILIEN AG Hausvogteiplatz 12 10117 Berlin
Phone: +49 30 2470 6089 Fax: +49 30 2470 7446
|Company:||TLG IMMOBILIEN AG|
|Phone:||030 - 2470 - 50|
|Fax:||030 - 2470 - 7337|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange|
|EQS News ID:||866695|
|End of Announcement||DGAP News Service|