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Deutsche Wohnen AG / Key word(s): Offer 15.02.2015 21:20 Dissemination of an Ad-hoc-update 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 SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. AD-HOC ANNOUNCEMENT PURSUANT TO SECTION 15 OF THE GERMAN SECURITIES TRADING ACT ('WPHG') Deutsche Wohnen AG announces voluntary public tender offer in cash for all outstanding shares in and convertible bonds issued by conwert Immobilien Invest SE as well as an anticipatory mandatory public offer for all shares in ECO Business-Immobilien AG Today, both the management and the supervisory board of Deutsche Wohnen AG ('Deutsche Wohnen') resolved that Deutsche Wohnen will issue a voluntary public tender offer for a controlling interest ('cash offer') in accordance with the Austrian Takeover Act for all outstanding shares in conwert Immobilien Invest SE ('Conwert'), not held by Conwert itself (the 'tender offer'). Deutsche Wohnen AG plans to pay a tender price of EUR 11.50 in cash per Conwert share. The planned offer price represents an approximately 21.5 percent premium over the volume-weighted average price over the past six months. The tender offer will extend to Conwert's convertible bonds. During the offer period Deutsche Wohnen plans to pay a cash offer price of EUR 111,868 per nominal EUR 100,000 convertible bond with maturity date in 2016 and EUR 119,295 per nominal EUR 100,000 convertible bond with maturity date in 2018. During the grace period (Nachfrist) the cash offer price is expected to amount to EUR 107,376 per nominal EUR 100,000 convertible bond with maturity date in 2016 and EUR 102,041 per nominal EUR 100,000 convertible bond with maturity date in 2018. Conwert's biggest shareholder, the Haselsteiner Familien-Privatstiftung ('HFP'), endorses the offer by Deutsche Wohnen and has committed to participating in the tender offer with a directly or indirectly held stake of approximately 19 percent of the issued share capital. Thereby, HFP reduces its holdings in Conwert to a share of 5.1 percent (fully diluted). In addition to HFP, the investor Karl Ehlerding as well as other members of the Ehlerding family will tender the entirety of their shares and options amounting to 6.6 percent of the outstanding share capital (thereof 1.2 percent in the grace period). In the event of a successful consummation of the takeover Conwert would share into the well-established access to substantially more advantageous refinancing conditions that Deutsche Wohnen enjoys. The financing of the transaction will be realized by means of a bridge financing facility of around EUR 900 million provided by participating banks as well as free liquidity. In the course of 2015, the bridge financing facility is meant to be fully refinanced by a capital increase. Deutsche Wohnen will also adhere to its forecast loan-to-value-ratio (LTV) of approximately 50 percent by year-end 2015. The tender offer will, among other things, be subject to antitrust approval in Germany and Austria as well as the statutory minimum acceptance ratio of 50 percent + 1 share of all shares subject to the offer. In accordance with statutory requirements, the management board of Deutsche Wohnen plans to release the offer document within the next few weeks. It will include the precise terms and periods regarding the acceptance of the tender offer. The offer document will be available online at www.deutsche-wohnen.com under the Investor Relations tab as well as on the websites of the target company (www.conwert.com) and the Austrian takeover commission (www.takeover.at). Simultaneously with the tender offer to the holders of Conwert shares, Deutsche Wohnen will issue an anticipatory mandatory offer in accordance with Section 22 et seq of the Austrian Takeover Act (öÜbG) for all outstanding shares in ECO Business-Immobilien AG ('ECO') of which Conwert is not the holder. Deutsche Wohnen intends to pay a cash offer price of EUR 6.35 per ECO share. The objective of the mandatory offer for ECO is to anticipate the legal obligation for Deutsche Wohnen to issue a mandatory tender offer which would result from a successful takeover of Conwert. The mandatory tender offer is subject to the successful consummation of the tender offer regarding Conwert. In accordance with statutory requirements, the management board of Deutsche Wohnen plans to release the offer document within the next few weeks. It will include the precise terms and periods regarding the acceptance of the tender offer. The offer document will be available online at www.deutsche-wohnen.com under the Investor Relations tab as well as on the websites of the target company (www.conwert.com) and the Austrian takeover commission (www.takeover.at). Disclaimer This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, Conwert or ECO securities. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once it will have been approved by the Austrian Takeover Commission (Übernahmekommission). Investors and holders of Conwert or ECO securities are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important information. The offer will be made exclusively under the laws of Austria, especially under the Austrian Takeover Act ('Takeover Act'). The offer will not be executed according to the provisions of jurisdictions (including the jurisdictions of Australia and Japan) other than those of Austria. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Austria have been filed, arranged for or granted. Holders of Conwert or ECO securities cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Austria. To the extent permissible under applicable law or regulation, and in accordance with Austrian market practice, Deutsche Wohnen or its brokers may purchase, or conclude agreements to purchase, Conwert or ECO securities, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Conwert or ECO securities. 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 Austria or any other relevant jurisdiction. To the extent 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 and the persons acting together with Deutsche Wohnen. Such forward-looking statements are based on current plans, estimates and forecasts, which Deutsche Wohnen and the persons acting together with Deutsche Wohnen have made to the best of their knowledge, but which they 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 or the persons acting together with Deutsche Wohnen. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements. IR-Contact Tel. +49-30-89786-5413 ir@deutsche-wohnen.com 15.02.2015 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 89786-5409 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 ---------------------------------------------------------------------------