DGAP-News: TLG IMMOBILIEN AG
/ Key word(s): Expansion/Merger
TLG ACQUIRED 9.99% STAKE IN AROUNDTOWN; COMPANIES START EVALUATION OF A POTENTIAL MERGER
In addition, TLG and Avisco have entered into 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 28 February 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 31 August 2020 or a potential merger between TLG and Aroundtown. Avisco supports the potential merger between TLG and Aroundtown.
Sascha Hettrich, FRICS, chairman of the supervisory board of TLG, said: "Whilst there are various ways to grow a company, the best is to combine forces with leading market players in the same field. Therefore, our strategy was to look for the industry partner who ideally fits with TLG, which has led to the acquisition of an initial 9.99% stake in Aroundtown and an option to further increase the stake up to 14.99%. We welcome working with Aroundtown towards a future merger of the two companies and creating one of the largest commercial real estate firms in Europe with a focus on top tier cities in Germany and the Netherlands."
Avisco said: "Today's announcement is the first step to enable the potential creation of a pan-European commercial real estate market leader, focused on Germany and the Netherlands and geared towards offices and hotel, which are the most attractive segments in commercial real estate. We are excited about the prospects of the potential combination and support the leadership teams of both TLG and Aroundtown in their forthcoming discussions."
Intention of 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 mutually agreed between the parties.
A merger between TLG and Aroundtown would create a market leading, pan-European commercial real estate company with a gross asset value (GAV) in excess of EUR25 billion. The combined portfolio would primarily comprise of office buildings and hotels in the top tier cities of Germany and the Netherlands and, as such, be geared towards some of the most attractive segments in commercial real estate. The combined company would benefit from a solid capital structure and tangible value creation potential from operating and financing synergies and result in significant FFO accretion per share. Together, the two companies would be better placed to lever the joint development potential across the enlarged footprint and capitalise on value-enhancing acquisition opportunities. The potential merger would significantly increase the free float, liquidity and index weighting of the combined company with a wider, more diversified shareholder base.
UBS is acting as financial adviser and Sullivan & Cromwell as legal adviser to TLG in conjunction with this transaction.
Phone: +49 30 2470 6092
E-mail: [email protected]
About TLG Immobilien AG
For over 25 years, the listed company TLG Immobilien AG has owned and rented out commercial properties in selected promising locations in Germany. The company continuously develops its portfolio and actively generates value through strategic investments and selected property acquisitions. As at 30 June 2019, its portfolio contains properties worth EUR4.6 bn. As at the same reporting date, the adjusted EPRA Net Asset Value per share amounted to EUR29.77. The portfolio comprises office properties in cities including Berlin, Dresden, Frankfurt/Main, Leipzig and Rostock. It also contains a regionally diversified portfolio of retail properties, primarily in the neighbourhood shopping segment, in promising micro-locations as well as seven hotels in top central locations. The properties of TLG stand out not only due to their excellent locations but also because of their long-term rental or lease agreements. Its highly qualified employees guarantee extensive local market expertise at its individual locations.
|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:||866707|
|End of News||DGAP News Service|