Vonovia SE, DE000A1ML7J1

Vonovia SE, DE000A1ML7J1

17.11.2016 - 07:03:29

Vonovia SE launches public offer for conwert shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE SHARES.

Vonovia launches public offer for conwert shares

- conwert shareholders can tender their shares from tomorrow start of trading at the Vienna Stock Exchange until 19 December 2016, 17:00 CET.

- Vonovia commits to offer 0.496645 new Vonovia shares per conwert share, or an alternative cash consideration of EUR 16.16 per conwert share.

- Vonovia has sufficient resources in place to finance the transaction. Even in an all-cash acceptance there will be no need to raise new equity.

Bochum, 17. November 2016 - Further to the announcement on 5 September 2016 Vonovia SE ("Vonovia") published today the offer document for its voluntary public takeover offer for all shares in conwert Immobilien Invest SE ("conwert").

Subject to the terms and conditions set out in the offer document, Vonovia offers a cash consideration of EUR 16.16 per conwert share. As an alternative, Vonovia offers conwert shareholders 0.496645 new Vonovia shares per conwert share. This corresponds to the initially announced exchange ratio of 74 Vonovia shares for 149 conwert shares.

Vonovia presents its offer for the acquisition of conwert as announced and has sufficient resources in place to finance the transaction. Even in an all-cash acceptance there will be no need to raise new equity.

The offer period will start tomorrow with the start of trading at the Vienna Stock Exchange and is scheduled to expire at 17:00 hours CET on 19 December 2016. Within this period, the initial acceptance period, the shareholders of conwert can accept the offer and tender their shares in conwert. UniCredit Bank Austria AG, Vienna, will act as settlement agent with regard to the takeover offer.

conwert continues to support the public offer and, subject to the legally required review and assessment duties, takes a positive stance on the offer. The takeover is subject to reaching the mandatory minimum acceptance threshold of 50% plus one share of all conwert shares at the time of expiry of the acceptance period. Under the terms of the offer, this mandatory acceptance threshold cannot be waived nor reduced. The success of the offer will depend on a sufficient number of conwert shareholders accepting the offer during the initial acceptance period.

Vonovia has already received tender commitments for a total of 27.2%[1] of conwert shares including 25.7% of conwert shares held by Adler Real Estate AG and 1.5% of treasury shares held by conwert.

The planned takeover has been cleared by the Austrian Federal Competition Authority and the German Federal Cartel Office.

The offer document is now available at http://en.vonovia-offer.de.

About Vonovia

Vonovia SE is Germany's leading nationwide residential real estate company. Vonovia currently owns and manages around 340,000 residential units in all of Germany's attractive cities and regions. Its portfolio is worth approximately EUR 24 billion. An additional 54,000 or so third-party apartments are also managed by Vonovia. As a modern service company, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company's successful development. Accordingly, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company will also be creating more and more new apartments by realizing infill developments and adding on to existing buildings.

The company, which is based in Bochum, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed on the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of 6,900 employees.

Additional Information: Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange ISIN: DE000A1ML7J1 WKN: A1ML7J Common code: 094567408 Registered headquarters of Vonovia SE: Münsterstraße 248, 40470 Düsseldorf, Germany Business address of Vonovia SE: Philippstraße 3, 44803 Bochum, Germany

This press release has been issued by Vonovia SE (Vonovia) solely for information purposes. Moreover, it is neither an offer to exchange, sell or purchase nor a solicitation to exchange, sell or purchase Vonovia shares or shares of conwert Immobilien Invest SE (conwert). The final conditions and further provisions relating to the takeover offer will be published in the offer document, which will be published following the Austrian Takeover Commission not prohibiting its publication or the consummation of the takeover offer. Vonovia as bidder reserves the right to deviate from the basic terms presented herein in the final terms and provisions. Investors and holders of conwert shares are strongly recommended to review the offer document and all other documents related to the takeover offer, as they will contain important information. The voluntary public takeover offer will be conducted solely on the basis of the applicable provisions of the Austrian law, especially the Austrian Takeover Code. It will not be conducted in accordance with the legal provisions of jurisdictions other than Austria.

This press release may contain statements, assumptions, opinions and predictions about the anticipated future development of Vonovia ("forward- looking statements") that reproduce various assumptions regarding results derived from Vonovia's current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by Vonovia and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the current business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for future performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this press release was issued to its recipients. It is the responsibility of the recipients of this press release to conduct a more detailed analysis of the validity of forward-looking statements and the underlying assumptions. Vonovia accepts no responsibility for any direct or indirect damages or losses or subsequent damages or losses, as well as penalties that the recipients may incur by using the press release, its contents and, in particular, all forward-looking statements or in any other way, as far as this is legally permissible. Vonovia does not provide any guarantees or assurances (either explicitly or implicitly) in respect of the information contained in this press release. Vonovia is not obliged to update or correct the information, forward-looking statements or conclusions drawn in this press release or to include subsequent events or circumstances or to report inaccuracies that become known after the date of this press release.

The shares referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (Securities Act), or with any securities regulatory authority of any state or any other jurisdiction of the USA. Securities may only be offered or sold within the USA pursuant to, or in a transaction not subject to or exempt from, the registration requirement of the Securities Act. There will be no public offering in the USA. If Vonovia shares may in Vonovia's opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the offer will receive, in lieu of Vonovia shares to which it would otherwise be entitled the net cash proceeds of the sale of such Vonovia shares in euro.

[1] Based on a total number of conwert shares including treasury shares of 101,906,213.

Klaus Markus Head of Corporate Communi-cations Phone +49 234 / 314 - 1149 klaus.markus@vonovia.de

Rene Hoffmann Head of Investor Relations Phone +49 234 / 314 - 1629 rene.hoffmann@vonovia.de

17.11.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language: English Company: Vonovia SE Philippstraße 3 44803 Bochum Germany Phone: +49 234 314 2384 Fax: +49 234 314 888 2384 E-mail: investorrelations@vonovia.de Internet: www.vonovia.de ISIN: DE000A1ML7J1 WKN: A1ML7J Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service

521639 17.11.2016

@ dgap.de

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