Aroundtown SA: Public Takeover Offer by Aroundtown SA for all outstanding shares of TLG IMMOBILIEN AG
Ad-hoc Release pursuant to Article 17 Market Abuse Regulation
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.
Public Takeover Offer by Aroundtown SA for all outstanding shares of TLG IMMOBILIEN AG.Grand Duchy of Luxembourg, November 18, 2019 23:55 CET. Today, the board of directors of Aroundtown SA ("Aroundtown") has resolved to offer to the shareholders of TLG IMMOBILIEN AG ("TLG") to acquire their shares by way of a voluntary public takeover offer in the form of an exchange offer (the "Offer"). Subject to the final determination of the minimum prices and the offer conditions in the offer document, Aroundtown intends to offer 3.6 new shares of Aroundtown as consideration in exchange for each 1 tendered shares of TLG. The implied exchange ratio of 3.6 is determined on the basis of Aroundtown and TLG reported EPRA NAV per share as of June 30, 2019. Based on the closing price of Aroundtown shares prior to the day of the announcement of the Offer, the resulting offer price would amount to EUR 27.655. The new shares of Aroundtown will carry dividend rights as of January 1, 2019 or, if the closing of the Offer is delayed until after the date of Aroundtown's annual general meeting in 2020, as of January 1, 2020.
In connection with the Offer, Aroundtown and TLG today entered into a business combination agreement. The business combination agreement addresses the common understanding of Aroundtown and TLG with respect to the economic and strategic background of the transaction, the Offer process, the intended future governance structure of Aroundtown and the integration process (subject to certain participation rate thresholds being met), as well as the general support of the Offer by TLG and its Management and Supervisory Boards. TLG will support the Offer on the basis of the business combination agreement and it anticipates that its Boards, after having examined the full offer document, will recommend that its shareholders accept the Offer.
In addition, Aroundtown entered today into an irrevocable tender agreement with a major shareholder of TLG ("Shareholder") regarding its shares in TLG, subject to certain conditions, covering up to approx. 28% of the current shares and voting rights in TLG. By entering into such tender agreement, the Shareholder has undertaken to tender subject to certain conditions such shares in TLG in the Offer. The voluntary public tender offer is not expected to be conditional on a minimum acceptance ratio.
Closing of the Offer will be subject to certain conditions, including antitrust clearance and the non-occurrence of certain circumstances (e.g. material adverse change events) until the expiration of the acceptance period. The final terms and conditions of the Offer will be set forth in the full offer document and may, to the extent legally permissible, deviate from the conditions and other key parameters described herein.
Important information This announcement is neither an offer to purchase nor a solicitation to purchase Aroundtown or TLG shares. The final terms and further provisions regarding the Offer will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of TLG shares are strongly recommended to read the offer document and all other documents in connection with the Offer as soon as they are published, as they will contain important information.
Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, an Offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to 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 of 1933.
The Offer is not subject the "U.S. tender offer rules" contained in Regulation 14D under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and is being made with respect to U.S. Shareholders in reliance on exemptions 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 rules of the Exchange Act. As a result, the Offer is made in accordance with the applicable regulatory, disclosure and procedural requirements under German law, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under United States domestic tender offer procedures and law.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, Aroundtown or its brokers may purchase, or conclude agreements to purchase, TLG shares, directly or indirectly, outside of the scope of the Offer, before, during or after the acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for TLG shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and will also be published in the form of an unofficial English translation on the internet website of Aroundtown.
If 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', 'contemplate', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Aroundtown and the persons acting together with Aroundtown. Such forward-looking statements are based on current plans, estimates and forecasts which Aroundtown and the persons acting together with Aroundtown 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 Aroundtown or the persons acting together with Aroundtown. 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.
Aroundtown SA (symbol: AT1), trading on the Prime Standard of the Frankfurt Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German commercial real estate company. Aroundtown invests in income generating quality properties with value-add potential in central locations in top tier European cities mainly in Germany/NL.
Aroundtown SA (ISIN: LU1673108939) is a public limited liability company (société anonyme) established under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B217868, having its registered office at 1, Avenue du Bois, L-1251 Luxembourg, Grand Duchy of Luxembourg.
T: +352 285 7741
19-Nov-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: Aroundtown SA 40, Rue du Curé L-1368 Luxembourg
Grand Duchy of Luxembourg Phone: +352 285 7741 E-mail: email@example.com Internet: http://www.aroundtown.de ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636, XS1449707055, XS1532877757, XS1540071724, XS1586386739, XS1649193403, XS1700429308, XS1715306012, XS1761721262, XS1815135352, XS1753814141, CH0398677689, XS1857310814 WKN: A2DW8Z, A1Z07A, A18V71, A180VY, A1839S, A1899S, A19LQR, A19QUX, A19Q3W, A19VK9, A19Z76, A19U7Q Indices: MDAX, MSCI, STOXX Europe 600, S&P 350, FTSE EPRA/NAREIT, GPR 250 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Stuttgart; Dublin, Luxembourg Stock Exchange, SIX EQS News ID: 915719 End of Announcement DGAP News Service
915719 19-Nov-2019 CET/CEST