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Deutsche Wohnen AG / Key word(s): Offer 20.09.2015 17:25 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- 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 Exchange offer and capital increase in connection with the announced public exchange offer by Deutsche Wohnen AG for all outstanding shares in LEG Immobilien AG The management board and the supervisory board of Deutsche Wohnen AG have decided today to extend a voluntary public exchange offer to the shareholders of LEG Immobilien AG relating to their no par value registered shares in LEG Immobilien AG. Deutsche Wohnen AG plans to offer to the shareholders of LEG Immobilien AG 3.30 newly issued no-par value bearer shares in Deutsche Wohnen AG for every share in LEG Immobilien AG (subject to the final determination of the minimum price). The new shares in Deutsche Wohnen AG will have dividend rights as of January 1, 2015. This will, however, have no effect on the dividend payments per share for fiscal year 2015 prospected by Deutsche Wohnen AG, which it based on its Funds from Operation estimates. Based on the exchange ratio and the closing price of shares in Deutsche Wohnen AG on the last day of trading prior to the announcement of the exchange offer, the current equity of LEG Immobilien AG has been valued at EUR 4,624 million, corresponding to a premium of approx. 13% on the closing price of shares in LEG Immobilien AG on the last day of trading prior to the announcement of the exchange offer and a premium of approx. 20% on the weighted average price of shares in LEG Immobilien AG in the last three months prior to the announcement of the exchange offer. If all shareholders of LEG Immobilien AG accept the exchange offer, they would hold about 39% in the enlarged Deutsche Wohnen AG. The completion of the merger is targeted for the end of December 2015 (subject to the entry of the resolution regarding the capital increase in the Commercial Register). The goal of the merger is to create a leading European residential real estate company, to achieve synergies and to enhance the operative performance as a consequence of the merger. Based on the expected synergies and the strong FFO return of LEG Immobilien AG, Deutsche Wohnen AG expects an increase of the FFO (without disposals) per Deutsche Wohnen share in the lower double-digit percentage range due to the merger. On a stand-alone basis Deutsche Wohnen AG expects approx. EUR 330 million FFO (without disposals, without further acquisitions) for the fiscal year 2016. The combined group created through the merger shall continue to pursue its current growth strategy by using the created synergies to realize a further added value for the shareholders of the combined group. In connection with the exchange offer, Deutsche Wohnen AG and LEG Immobilien AG signed a business combination agreement. The business combination agreement addresses the common understanding of Deutsche Wohnen AG and LEG Immobilien AG regarding, among other things, the strategy and structure of the combined company, the process of the merger, the future composition of the boards of Deutsche Wohnen AG and LEG Immobilien AG and the integration process. In the merged entity the location Dusseldorf shall be further strengthened. The operational management of the West German housing stock of the combined group (i.e. including the stock of Deutsche Wohnen AG located in West Germany) is to be conducted by the Dusseldorf site. Two members of the management board of LEG Immobilien AG, Mr. Thomas Hegel and Mr. Eckhard Schultz, shall become members of the management board of Deutsche Wohnen AG upon closing of the exchange offer. Mr. Michael Zahn continues to be the chief executive officer and Mr. Thomas Hegel shall become the deputy chief executive officer of Deutsche Wohnen AG. The number of supervisory board members of Deutsche Wohnen AG shall be expanded to nine. The supervisory board chairman of LEG Immobilien AG, Mr. Michael Zimmer, along with two other supervisory board members of LEG Immobilien AG shall be appointed as members of the supervisory board of Deutsche Wohnen AG. Mr. Uwe Flach continues to be chairman of the supervisory board and Mr. Michael Zimmer shall be appointed as vice-chairman of the supervisory board of Deutsche Wohnen AG. Based on the business combination agreement the LEG Immobilien AG will support the public exchange offer and will - subject to the review of the offer document - recommend it to its shareholders to accept the offer. The exchange offer will be made in accordance with the conditions to be set forth in the offer document, in particular the offer will be subject to a minimum acceptance condition of 50% plus one LEG share as well as the antitrust clearance of the merger, if the clearance has not been granted at the time of the publication of the offer document. The offer document will be published on the internet at www.deutsche-wohnen.com under the heading 'Investor Relations'. The exact deadline for the acceptance of the exchange offer will be published on the same website. The management board of Deutsche Wohnen AG currently plans to publish the offer document in a timely manner after the extraordinary general meeting of Deutsche Wohnen AG, which shall take place on October 28, 2015. In the extraordinary general meeting scheduled for October 28, 2015, the general meeting shall resolve a capital increase against contributions in kind. At this meeting, the share capital of Deutsche Wohnen AG is to be increased as follows: * The Company's current share capital, which is currently entered in the commercial register (Handelsregister) as EUR 336,426,511.00, divided into 336,426,511 ordinary bearer shares with no par value (Stückaktien), each with a notional value of EUR 1.00, will be increased by up to EUR 213,127,385.00 to up to EUR 549,553,896 through the issuance of up to 213,127,385 ordinary bearer shares with no par value (Stückaktien), each with a notional value of EUR 1.00 (the 'New Shares'), against contributions in kind. Up to 94.9% of the shares in LEG Immobilien AG, which will be acquired by Deutsche Wohnen AG from the shareholders of LEG Immobilien AG in connection with the exchange offer or otherwise, will be contributed to Deutsche Wohnen AG by way of a capital increase against contributions in kind by two exchange trustees on behalf of the shareholders of LEG Immobilien AG. If Deutsche Wohnen AG would acquire more than 94.9% of the shares in LEG Immobilien AG through the exchange offer (taking into account any shares in LEG Immobilien AG that may already be held by Deutsche Wohnen AG due to acquisitions outside of the exchange offer), any additional shares in Deutsche Wohnen AG required for the exchange will be issued by way of a capital increase from the authorized capital against contributions in cash. To the extent that shares are issued from this capital increase from the authorized capital against contributions in cash, the maximum number of shares to be issued in the capital increase against contributions in kind that is to be resolved by the general meeting will be decreased correspondingly. A German financial institution has undertaken to provide the exchange trustees with the funds required for the capital increase against contributions in cash from authorized capital in exchange for the shares in LEG Immobilien AG exceeding 94.9% of LEG shares. The same applies in the event that shareholders of LEG Immobilien AG are entitled to tender their shares in LEG Immobilien AG after the end of the acceptance period in accordance with the content of the exchange offer by analogy to § 39c of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), because Deutsche Wohnen AG and the German financial institution combined are holding at least 95% of the shares in LEG Immobilien AG after implementation of the exchange offer. An acquisition of the shares in LEG Immobilien AG exceeding the amount of 94.9% by Deutsche Wohnen AG is not intended in the future. In this context, today, the management board of Deutsche Wohnen AG has, with consent of the supervisory board, resolved a capital increase against contributions in cash of up to EUR 10,869,497.00 by one or multiple uses of the Authorized Capital 2015 (Genehmigtes Kapital 2015), in each case excluding the subscription rights of the shareholders of Deutsche Wohnen AG. As required by law, the management board of Deutsche Wohnen AG will submit a written report to the shareholders of Deutsche Wohnen AG on the proposed capital increase resolution, in particular with regard to the concomitant exclusion of subscription rights; this report will also contain detailed information on the determination and fairness of the exchange ratio. Important Information This announcement is neither an offer to exchange nor a solicitation of an offer to exchange shares in LEG Immobilien AG. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase shares in Deutsche Wohnen AG. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Furthermore, Deutsche Wohnen AG reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. Investors and holders of shares in LEG Immobilien AG are strongly recommended to read the offer document and all documents in connection with the public takeover offer as soon as they are published, since they will contain important information. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made directly or indirectly, in or into the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The takeover offer will be carried out under exclusion of the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by facsimile, telephone or internet) in the USA and under exclusion of any facility of a national securities exchange of the USA. Accordingly, the sending or any other distribution of this announcement or any other accompanying document by mail, their forwarding or transmission in or into the USA is not permitted. The shares in Deutsche Wohnen AG have not been nor will they be registered under the U.S. Securities Act of 1933 as amended or with any securities regulatory authority of a state or any other jurisdiction in the USA. Therefore, subject to certain exceptions, shares in Deutsche Wohnen AG must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the shares in Deutsche Wohnen AG mentioned herein pursuant to the relevant laws in the USA. There will be no public offering in the USA. Subject to certain exceptions, shares in Deutsche Wohnen AG must not be sold, or offered, to persons in the USA. To the extent permissible under applicable law or regulation, and in accordance with normal German market practice, Deutsche Wohnen AG or its brokers may purchase, or conclude agreements to purchase, shares in LEG Immobilien AG, directly or indirectly, out of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in LEG Immobilien AG. 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. 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', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Deutsche Wohnen AG and the persons acting together with Deutsche Wohnen AG. Such forward-looking statements are based on current plans, estimates and forecasts which Deutsche Wohnen AG and the persons acting together with Deutsche Wohnen AG 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 Deutsche Wohnen AG or the persons acting together with Deutsche Wohnen AG. 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. Contact: Phone +49 (0)30 897 86-5413 Fax +49 (0)30 897 86-5419 ir@deutsche-wohnen.com 20.09.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Deutsche Wohnen AG Pfaffenwiese 300 65929 Frankfurt am Main Germany Phone: +49 (0)30 89786-0 Fax: +49 (0)30 89786-5419 E-mail: ir@deutsche-wohnen.com Internet: http://www.deutsche-wohnen.com ISIN: DE000A0HN5C6 WKN: A0HN5C Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------