DGAP-News: TLG IMMOBILIEN AG
/ Key word(s): Mergers & Acquisitions/Statement
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.
Management and Supervisory Board of TLG IMMOBILIEN recommend acceptance of exchange offer from Aroundtown
- TLG management and supervisory boards recommend its shareholders acceptance of Aroundtown offer in joint reasoned statement
- Friendly business combination via the launched exchange offer is in TLG's best interest
- Boards see substantial potential for value creation for the bigger combined group, including through the realization of substantial synergies
- Initial acceptance period started 18 December 2019 and ends 21 January 2020
Berlin, 23 December 2019 - The management and supervisory board of TLG IMMOBILIEN AG ("TLG") (ISIN: DE000A12B8Z4) recommend TLG shareholders to accept the voluntary public exchange offer from Aroundtown SA ("Aroundtown"). In a joint reasoned statement released today pursuant to Section 27 para. 1 of the German Securities Acquisition and Takeover Act ("WpÜG"), the boards conclude that Aroundtown's offer of 3.6 Aroundtown shares per TLG share represents a fair consideration. Goldman Sachs Bank Europe SE acted as financial advisor to TLG and advised the management and supervisory board throughout the transaction.
As set forth in the offer document released by Aroundtown on 18 December 2019, Aroundtown offers shareholders of TLG 3.6 Aroundtown shares in exchange for each TLG share. The boards deem the exchange ratio to be financially adequate and accretive for TLG shareholders in light of the prospects of the combined group and the potential value creation from the increased platform scale. The detailed considerations in that regard are provided in Chapter V of the joint reasoned statement released by the boards today.
As previously announced, the two companies entered into a business combination agreement ("BCA") intending for an agreed stock-for-stock transaction of both companies in the spirit of a partnership, with full consideration of both companies' interests. The goal of the business combination is to bring together their respective strengths and to build a pan-European leader in commercial real estate with best-in-class management expertise in order to realize the greatest possible value creation for all shareholders.
The BCA sets out various corporate governance rights in the combined company in favor of TLG which include, subject to certain acceptance thresholds, the right to nominate up to two out of five members of the management body (comité de direction) to be established at the level of Aroundtown, one of whom may act as Co-CEO, and the designation of the chairman of the board of directors of Aroundtown. Further, TLG has the right to designate an additional member to the existing advisory board of Aroundtown.
The boards appreciate Aroundtown's confirmation in the BCA that the motivated employees of both companies form the basis for their current as well as their future success. The boards deem it essential that Aroundtown and TLG are committed to retaining TLG's and Aroundtown's respective employees with leadership potential, who will be selected based on the best-in-class principle.
TLG's major shareholder entered into an irrevocable agreement with Aroundtown to tender up to approximately 28% of TLG's shares subject to certain conditions.
The joint reasoned statement and any supplements are and will be published in accordance with Section 27 para. 3 and Section 14 para. 3 Sentence 1 WpÜG in German on the Internet on the homepage of TLG (https://ir.tlg.de/websites/tlg/German/3499/zusammenschluss-mit-aroundtown.html). Hard copies of the joint reasoned statement will be kept available for distribution free of charge at TLG IMMOBILIEN AG, Investor Relations, Hausvogteiplatz 12, 10117 Berlin, Germany, Tel: +49 (0) 30 2470-50, Fax: +49 (0) 30 2470-7337, email: firstname.lastname@example.org.
The joint reasoned statement and any supplements and/or additional opinions on possible changes to the offer are published in German and as non-binding English translations at https://ir.tlg.eu/websites/tlg/English/3499/merger-with-aroundtown.html.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE SHARES. MOREOVER, 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 EXCHANGE OFFER (THE "OFFER") ARE IN THE OFFER DOCUMENT, THE PUBLICATION OF WHICH HAS BEEN APPROVED BY THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT). THE FINAL TERMS AND CONDITIONS OF THE OFFER ARE SET FORTH IN THE FULL OFFER DOCUMENT AND MAY, TO THE EXTENT LEGALLY PERMISSIBLE, DEVIATE FROM THE CONDITIONS AND OTHER KEY PARAMETERS DESCRIBED HEREIN. INVESTORS AND HOLDERS OF TLG SHARES ARE STRONGLY RECOMMENDED TO READ THE OFFER DOCUMENT AND ALL OTHER DOCUMENTS IN CONNECTION WITH THE OFFER, AS THEY CONTAIN IMPORTANT INFORMATION.
TLG SHAREHOLDERS RESIDENT IN THE UNITED STATES OF AMERICA ("UNITED STATES") SHOULD NOTE THAT THE OFFER IS BEING MADE IN RESPECT OF SECURITIES OF A COMPANY WHICH IS A FOREIGN PRIVATE ISSUER AS DEFINED BY RULE 3B-4 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND THE SHARES OF WHICH ARE NOT REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT. THE OFFER IS BEING MADE WITH RESPECT TO UNITED STATES HOLDERS OF TLG SHARES IN RELIANCE ON EXEMPTION 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 SUCH RULES. AS A RESULT, THE OFFER IS PRINCIPALLY GOVERNED BY DISCLOSURE AND OTHER REGULATIONS AND PROCEDURES OF THE FEDERAL REPUBLIC OF GERMANY, WHICH ARE DIFFERENT FROM THOSE OF THE UNITED STATES, INCLUDING WITH RESPECT TO WITHDRAWAL RIGHTS, OFFER TIMETABLE AND SETTLEMENT PROCEDURES. TO THE EXTENT THAT THE OFFER IS SUBJECT TO THE US SECURITIES LAWS, SUCH LAWS ONLY APPLY WITH RESPECT TO TLG SHAREHOLDERS IN THE UNITED STATES AND NO OTHER PERSON HAS ANY CLAIMS UNDER SUCH LAWS.
SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY ANY COMPETENT REGULATORY AUTHORITY, A TAKEOVER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 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.
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 THE OFFER, BEFORE, DURING OR AFTER THE PERIOD IN WHICH THE OFFER REMAINS OPEN FOR ACCEPTANCE. 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. TO THE EXTENT INFORMATION ABOUT SUCH PURCHASES OR ARRANGEMENTS TO PURCHASE IS MADE PUBLIC IN GERMANY, SUCH INFORMATION ALSO WILL BE DEEMED TO BE PUBLICLY DISCLOSED IN THE UNITED STATES.
TO THE EXTENT THAT 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 TLG AND THE PERSONS ACTING IN CONJUNCTION WITH TLG, FOR EXAMPLE WITH REGARD TO THE POTENTIAL CONSEQUENCES OF THE OFFER FOR TLG, FOR THOSE SHAREHOLDERS OF TLG WHO CHOOSE NOT TO ACCEPT THE OFFER OR FOR FUTURE FINANCIAL RESULTS OF TLG. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS WHICH TLG AND THE PERSONS ACTING IN CONJUNCTION WITH TLG 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 TLG OR THE PERSONS ACTING IN CONJUNCTION WITH TLG. 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.
ABOUT TLG IMMOBILIEN AG
For over 25 years, the listed company TLG IMMOBILIEN AG has owned and rented out commercial properties in selected promising locations in Germany. The company continuously develops its portfolio and actively generates value through strategic investments and selected property acquisitions. As at 30 September 2019, its portfolio contains properties worth EUR 4.6 bn. As at the same reporting date, the adjusted EPRA Net Asset Value per share amounted to EUR 30.25. The portfolio comprises office properties in cities including Berlin, Dresden, Frankfurt/Main, Leipzig and Rostock. It also contains a regionally diversified portfolio of retail properties, primarily in the neighbourhood shopping segment, in promising micro-locations as well as seven hotels in top central locations. The properties of TLG IMMOBILIEN AG stand out not only due to their excellent locations but also because of their long-term rental or lease agreements. Its highly qualified employees guarantee extensive local market expertise at its individual locations.
This publication contains forward-looking statements based on current views and assumptions of TLG IMMOBILIEN AG's management and made to the best of knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause TLG IMMOBILIEN AG's revenues, profitability or the degree to which it performs or achieves its targets, to materially deviate from what is explicitly or implicitly stated or described in this publication. Therefore, persons who obtain possession of this publication should not rely on such forward-looking statements. TLG IMMOBILIEN AG accepts no guarantee or responsibility regarding such forward-looking statements and will not adjust them to future results or developments.
23.12.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||TLG IMMOBILIEN AG|
|Phone:||030 - 2470 - 50|
|Fax:||030 - 2470 - 7337|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange|
|EQS News ID:||942303|
|End of News||DGAP News Service|