TLG IMMOBILIEN AG / Key word(s): Mergers & Acquisitions/Agreement
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 and Aroundtown agree on essential terms for potential merger
Berlin, 26 October 2019. Following TLG IMMOBILIEN AG's ("TLG") (ISIN: DE000A12B8Z4) acquisition of a stake in Aroundtown SA ("Aroundtown"), both companies have evaluated the potential of a merger and the best possible way to achieve a successful combination of their businesses from an economic, financial, operational, legal and tax standpoint. Today, the Management Board of TLG, upon approval of the Supervisory Board, executed a non-binding term sheet with Aroundtown governing essential terms and conditions of a potential merger of the two companies.
The term sheet provides for a business combination by way of voluntary public offer by Aroundtown for all shares in TLG against a consideration consisting of Arountown shares.
The proposed transaction and the contemplated exchange offer would be based on an exchange ratio determined on the basis of TLG's and Aroundtown's EPRA NAV per share, subject to statutory minimum price rules.
The combined company is contemplated to do business under a new name to be defined by Aroundtown and TLG and have its operational headquarters in Berlin, Germany.
Upon Aroundtown holding 50% or more of all shares in TLG at closing or at a later point ("Holding Threshold"), it is contemplated that Aroundtown introduces a governance structure consisting of a management body (comité de direction) which will include five members and a board of directors which will include six or seven members. Three members of such board are proposed to be independent from either party.
Upon Aroundtown reaching the Holding Threshold, TLG will nominate the initial chairman of Aroundtown's board of directors and the CFO. In the event Aroundtown holds 66% or more of all TLG shares, TLG will nominate an additional member to the management body. One of the members nominated by TLG will act as co-CEO. The remaining positions in the management body (including the CEO) and in the board of directors will remain nominated by Aroundtown.
Based on the discussions to date, Aroundtown and TLG have identified potential for value creation through a merger. The parties will continue to evaluate and refine their analysis to determine opportunities for synergies.
The signing of any legally binding agreement is subject to the agreement of both parties with respect to all terms and conditions of any combination, satisfactory results of due diligence and the approval of any definitive agreement by TLG's Management Board and the Supervisory Board, as well as Aroundtown's board of directors.
THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO EXCHANGE OR PURCHASE NOR THE SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE ANY SECURITIES. MOREOVER, THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO BUY NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN AROUNDTOWN SA. AROUNDTON SA HAS NOT YET MADE A DECISION ON ITS INTENTION TO MAKE ANY PUBLIC TAKEOVER OFFER AND ANY TERMS OF SUCH INTENTION TO LAUNCH A PUBLIC TAKEOVER OFFER WILL BE SUBJECT TO AN OFFER DOCUMENT TO BE APPROVED BY GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT). AROUNDTOWN SA MAY NOT MAKE A DECISION TO INITIATE A PUBLIC TAKEOVER OFFER AT ALL.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR IN IN ANY OTHER JURISDICTION, WHERE TO DO SO WOULD BE A VIOLATION OF APPLICABLE LAW. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES OF AROUNTOWN SA IN THE UNITED STATES.
THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF TLG IMMOBILIEN AG. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS. IT IS POSSIBLE THAT TLG IMMOBILIEN AG WILL CHANGE ITS ASSUMPTIONS REFLECTED IN THIS ANNOUNCEMENTS.
|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:||897675|
|End of Announcement||DGAP News Service|