TLG IMMOBILIEN AG / Key word(s): Mergers & Acquisitions/Agreement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
TLG IMMOBILIEN and Aroundtown agree on business combination and exchange offer for all shares in TLG IMMOBILIEN
Berlin, 18 November 2019 - Today, TLG IMMOBILIEN AG ("TLG") (ISIN: DE000A12B8Z4) entered into a business combination agreement ("BCA") with Aroundtown SA ("Aroundtown") on the terms and conditions of a strategic business combination, to provide the basis for the creation of one of the leading commercial real estate companies in Europe. Immediately after the conclusion of the BCA Aroundtown is announcing its intention to launch the exchange offer pursuant to Section 10 para. 1 sentence 1, para. 3 of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).
The consideration offered and paid by Aroundtown shall comprise 3.6 Aroundtown shares for each TLG share. The exchange ratio was derived from TLG's and Aroundtown's EPRA NAV per share, in each case as of 30 June 2019.
The exchange offer will be subject to certain closing conditions. Ouram Holding S.à r.l., TLG's largest shareholder, has, subject to certain conditions, committed to tendering its approximately 28% stake in TLG into the offer. The voluntary offer is not expected to be conditional on a minimum acceptance ratio.
Upon successful completion of the business combination, TLG expects for the combined company improvement in pre-tax FFO in the range of EUR 110 million to EUR 139 million per year within five years post-merger, which will be realized through operational synergies, financial savings by accelerating Aroundtown's goal of a rating upgrade and financial synergies on TLG level through benefitting from a higher rating.
The management board and the supervisory board of TLG intend to support the transaction, subject to its fiduciary duties and certain support conditions. The BCA stipulates certain governance rights for TLG, including, following the requisite merger clearance, the right to nominate two out of four members of an integration committee, the primary objective of which the discussion of the necessary steps to integrate both businesses. In addition, TLG has the right to nominate two out of five members of Aroundtown's management body (subject to certain thresholds previously announced). In the event of Aroundtown holding 40% of its shares, TLG may also designate the chairman in Aroundtown's board of directors which will consist of up to eight members, three or four of which will be independent.
Upon successful consummation of the transaction, the combined group would carry a new name and continue to have its German operational headquarters in Berlin. The combined group would be Germany's largest commercial landlord and one of the largest real estate companies in Europe with combined assets in excess of EUR 25 billion.
TLG SHAREHOLDERS RESIDENT IN THE UNITED STATES OF AMERICA ("UNITED STATES") SHOULD NOTE THAT THE OFFER IS BEING MADE IN RESPECT OF SECURITIES OF A COMPANY WHICH IS A FOREIGN PRIVATE ISSUER AS DEFINED BY RULE 3B-4 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND THE SHARES OF WHICH ARE NOT REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT. THE OFFER IS BEING MADE WITH RESPECT TO UNITED STATES HOLDERS OF TLG SHARES IN RELIANCE ON EXEMPTION AVAILABLE FOR CROSS-BORDER TENDER OFFERS. THESE EXEMPTIONS PERMIT A BIDDER TO SATISFY CERTAIN UNITED STATES SUBSTANTIVE AND PROCEDURAL EXCHANGE ACT RULES GOVERNING TENDER OFFERS BY COMPLYING WITH HOME JURISDICTION LAW OR PRACTICE AND EXEMPTS THE BIDDER FROM COMPLIANCE WITH CERTAIN OTHER SUCH RULES. AS A RESULT, THE OFFER IS PRINCIPALLY GOVERNED BY DISCLOSURE AND OTHER REGULATIONS AND PROCEDURES OF THE FEDERAL REPUBLIC OF GERMANY, WHICH ARE DIFFERENT FROM THOSE OF THE UNITED STATES, INCLUDING WITH RESPECT TO WITHDRAWAL RIGHTS, OFFER TIMETABLE AND SETTLEMENT PROCEDURES. TO THE EXTENT THAT THE OFFER IS SUBJECT TO THE US SECURITIES LAWS, SUCH LAWS ONLY APPLY WITH RESPECT TO TLG SHAREHOLDERS IN THE UNITED STATES AND NO OTHER PERSON HAS ANY CLAIMS UNDER SUCH LAWS.
SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY ANY COMPETENT REGULATORY AUTHORITY, A TAKEOVER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
IN PARTICULAR, THE AROUNDTOWN SHARES THAT ARE INTENDED TO BE TRANSFERRED TO TLG SHAREHOLDERS AS CONSIDERATION (THE "OFFER SHARES") HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE, DISTRICT OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. THE OFFER SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, TO TLG SHAREHOLDERS LOCATED IN THE UNITED STATES OF AMERICA (THE "U.S. SHAREHOLDERS"), OR TO AGENTS, NOMINEES, TRUSTEES, CUSTODIANS OR OTHER PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. SHAREHOLDERS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
TO THE EXTENT THAT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY THE WORDS 'WILL', 'EXPECT', 'BELIEVE', 'ESTIMATE', 'INTEND', 'AIM', 'ASSUME' OR SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS AND ASSUMPTIONS OF TLG AND THE PERSONS ACTING IN CONJUNCTION WITH TLG, FOR EXAMPLE WITH REGARD TO THE POTENTIAL CONSEQUENCES OF THE OFFER FOR TLG, FOR THOSE SHAREHOLDERS OF TLG WHO CHOOSE NOT TO ACCEPT THE OFFER OR FOR FUTURE FINANCIAL RESULTS OF TLG. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS WHICH TLG AND THE PERSONS ACTING IN CONJUNCTION WITH TLG HAVE MADE TO THE BEST OF THEIR KNOWLEDGE, BUT WHICH DO NOT CLAIM TO BE CORRECT IN THE FUTURE. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND USUALLY CANNOT BE INFLUENCED BY TLG OR THE PERSONS ACTING IN CONJUNCTION WITH TLG. IT SHOULD BE KEPT IN MIND THAT THE ACTUAL EVENTS OR CONSEQUENCES MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR EXPRESSED BY SUCH FORWARD-LOOKING STATEMENTS.
|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:||915721|
|End of Announcement||DGAP News Service|