EUR 9.9 BN DEAL - Vonovia SE: Combined cash and exchange offer by Vonovia SE for all outstanding shares in Deutsche Wohnen AG

Vonovia SE / Key word(s): Offer

14.10.2015 06:59

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Ad-hoc-Announcement pursuant to § 15 WpHG

Combined cash/exchange offer for all outstanding shares in Deutsche Wohnen
AG; Share capital increase against contribution in kind of Vonovia SE;
extraordinary shareholders' meeting; Vonovia SE preliminary guidance for
2016 FFO

Düsseldorf/Bochum, 14 October 2015

Combined cash and exchange offer by Vonovia SE for all outstanding shares
in Deutsche Wohnen AG

The management board and the supervisory board of Vonovia SE have decided
that Vonovia SE will offer to the shareholders of Deutsche Wohnen AG by way
of a voluntary takeover offer (combined cash and exchange offer) to acquire
their no-par value bearer shares in Deutsche Wohnen AG representing a pro
rata amount of Deutsche Wohnen AG's registered share capital of EUR 1.00
per share (ISIN: DE000A0HN5C6).

As consideration for the Deutsche Wohnen shares tendered for exchange,
Vonovia SE intends to offer for each 11 Deutsche Wohnen shares (i) an
amount of EUR 83.14 in cash and (ii) 7 new no-par value registered shares
in Vonovia SE, each representing a pro rata amount of the registered share
capital Vonovia SE of EUR 1.00 (subject to the final determination of the
minimum offer price and the final determinations in the offer document).
Subject to the registration of the capital increases to create the new
Vonovia shares prior to the next ordinary shareholders' meeting of Vonovia
SE, the new shares in Vonovia SE will have dividend rights as of 1 January
2015.

Based on the exchange ratio and the closing price of shares in Vonovia SE
on 8 October 2015, the last day of trading prior to market rumours about a
possible combination of Vonovia SE with Deutsche Wohnen AG, the equity of
Deutsche Wohnen AG (on a fully diluted basis) is valued at approx. EUR 9.92
billion, corresponding to a premium of approx. 9.8% on the closing price of
shares in Deutsche Wohnen AG on the same day and a premium of approx. 11.0%
on the weighted average price of both shares in the last three months until
(and including) 8 October. If all shareholders of Deutsche Wohnen AG
accepted the offer, they would hold approx. 34.4% in the combined company
(based on the fully diluted share number for Deutsche Wohnen AG, e.g.,
taking into account new Deutsche Wohnen AG shares likely to be issued until
the close of the offer as a result of the exercise of existing conversion,
option or settlement rights). The consummation of the transaction is
expected in early 2016 (subject to the closing conditions being met, in
particular, the registration of the capital increases with Vonovia SE's
commercial register).

The consummation of the transaction will be subject to certain conditions.
This will include, in particular, receiving the required antitrust
clearances and achieving a minimum acceptance threshold of 50% plus one
share (on a fully diluted basis). Further, the transaction is expected to
be subject to the conditions that at the end of the offer period Deutsche
Wohnen AG's share capital has not been increased to more than EUR
339,053,911 (representing 339,053,911 shares) and that Deutsche Wohnen AG's
shareholders' meeting has not passed a resolution to increase the share
capital, the implementation of which would result in Deutsche Wohnen AG's
share capital exceeding EUR 339,053,911 (equivalent to 339,053,911 shares)
(in each case without regard to any new Deutsche Wohnen shares issued as a
result of the exercise of existing conversion, option or compensation
rights) and that Deutsche Wohnen AG does not consummate a public takeover
offer for all shares in LEG Immobilien AG. In addition, it is expected that
the transaction will be subject to the condition that Deutsche Wohnen AG
does not acquire material assets. Consequently, the transaction will, in
particular, not be consummated if (i) Deutsche Wohnen AG's shareholders'
meeting convened for 28 October 2015 resolves to increase Deutsche Wohnen
AG's share capital to consummate the takeover offer for all shares in LEG
Immobilien AG announced by Deutsche Wohnen AG on 20 September 2015 or (ii)
Deutsche Wohnen AG acquires material assets.

Furthermore, the offer will be made subject to additional terms and
conditions to be set out in the yet to be published offer document, in
particular, the registration of Vonovia SE's capital increases required for
the implementation of the offer. Vonovia SE further reserves the right
that, to the extent legally permissible, the final terms and conditions of
the offer deviate from the above key parameters. The offer document and
further announcements relating to the offer will be published on the
internet at www.vonovia.de under the heading Investor Relations. The exact
deadline for the acceptance of the offer will be published on the same
website. Vonovia SE currently intends to publish the offer document shortly
following the extraordinary general shareholders meeting of Vonovia SE
scheduled to take place on 30 November 2015 that will, among other things,
resolve on the capital increase to create the new Vonovia SE shares against
contribution of the Deutsche Wohnen shares tendered for exchange.

The aim of the integration of Deutsche Wohnen AG and Vonovia SE is both to
benefit from further economies of scale and to realize the potential added
value created by extending Vonovia SE's strategy to cover the portfolio of
Deutsche Wohnen AG. Through the combination with Deutsche Wohnen AG,
Vonovia SE's leading market position will be strengthened. The combined
company will have approx. 510,000 units providing attractive, affordable
and safe housing in Germany. Vonovia SE expects that the integration of
Deutsche Wohnen AG into Vonovia SE's integration-tested, nationwide
platform, will create considerable synergies, particularly through higher
portfolio density, industrialised portfolio modernisation, the extension of
the value chain and the optimisation of cost structures. Overall, Vonovia
SE expects to create run-rate operating synergies of approx. EUR 84 million
per year (before taxes) and anticipates that these synergies can be
achieved within two years of completing the offer, generating approx. EUR
1.9 billion in value (capitalised at 4%).

For the fiscal year 2016, Vonovia SE preliminarily estimates an FFO on a
stand-alone basis of around EUR 690 to 710 million, irrespective of the
success of the offer. Taking into account Deutsche Wohnen AG's expected
2016 FFO of EUR 330 million and the aforementioned synergies, this would
result in a slight increase in FFO per Vonovia SE share in the first year
of full consolidation of Deutsche Wohnen AG (expected to be 2017).

The new Vonovia shares required for the consummation of the offer will be
created by a capital increase against mixed contribution in kind and a cash
capital increase (with exclusion of subscription rights) to be resolved
upon by an extraordinary general shareholders meeting convened for 30
November 2015. The share capital of Vonovia SE is to be increased from
currently EUR 466,000,624.00 divided into 466,000,624 no-par value
registered shares (common shares), each representing a pro rata amount of
the share capital of EUR 1.00, by up to EUR 245,194,002.00 to up to EUR
711,194,626.00 by issuing up to 245,194,002 no-par value registered shares
(Stückaktien), each representing a pro rata amount of EUR 1.00 of the share
capital against mixed contribution in kind. Up to 95% less 10,000 shares of
Deutsche Wohnen AG, which will be shares acquired by Vonovia SE from the
shareholders of Deutsche Wohnen AG in connection with the offer or
otherwise, will be contributed to Vonovia SE by way of a capital increase
against contribution in kind by two exchange trustees on behalf of the
shareholders of Deutsche Wohnen AG. If, in the context of the offer or
otherwise, Vonovia SE would acquire more than 95% less 10,000 shares of
Deutsche Wohnen AG, any additional shares in Vonovia SE required for the
exchange will be created by way of capital increases against contribution
in cash. For this purpose, Vonovia SE's general shareholders meeting shall
resolve that the share capital is to be increased by up to EUR
12,266,064.00 by issuing up to 12,266,064 no-par value registered shares
(Stückaktien), each representing a pro rata amount of EUR 1.00 of the share
capital against contribution in cash. Furthermore, the general shareholders
meeting shall resolve a creation of a new authorized capital that can be
utilized to create any additional Vonovia-shares required in the context of
the offer against contribution in cash. J.P. Morgan Securities plc has
undertaken to provide the exchange trustees with the funds necessary for
the capital increases in cash against the transfer of Deutsche Wohnen
shares exceeding 95% less 10,000 shares. Vonovia SE does not intend to
acquire more shares than this in Deutsche Wohnen AG in the future.

Since the newly created shares are to be offered as consideration in
exchange for Deutsche Wohnen shares the subscription rights of the
shareholders of Vonovia SE will be excluded regarding the shares created by
the proposed capital increase against contribution in kind as well as those
created by capital increase against contribution in cash and accordingly by
the necessary capital increases from the new authorized capital. As
required by law, the management board of Vonovia SE will submit a written
report to the shareholders of Vonovia SE on the proposed capital measures,
in particular with regard to the exclusion of the subscription right; this
report will also contain detailed information on the determination and
fairness of the exchange ratio.