DGAP-Adhoc: Prime Office REIT-AG announces signing of the business combination agreement and the merger agreement with OCM German Real Estate Holding AG

Prime Office REIT-AG / Key word(s): Merger

07.08.2013 23:53

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Prime Office REIT-AG announces signing of the business combination
agreement and the merger agreement with OCM German Real Estate Holding AG

On 7 August 2013, Prime Office REIT-AG and OCM German Real Estate Holding
AG entered into a business combination agreement. According to this
agreement, Prime Office REIT-AG as the transferring entity is to be merged
with OCM German Real Estate Holding AG as the acquiring entity; the entity
resulting from the merger will retain the name 'Prime Office'. On the same
date, the aforementioned companies also entered into a merger agreement to
implement the business combination agreement. Both companies' supervisory
bodies have already approved both the business combination agreement and
the merger agreement.

By merging, Prime Office REIT-AG and OCM German Real Estate Holding AG aim
to create a leading German office property company that is focused on
continued internal and external portfolio growth. The medium-term plan is
for the merged company to become listed in the MDAX-Index of Deutsche
Börse.

Under the business combination agreement and the merger agreement, the
shareholders of Prime Office REIT-AG will receive one share of OCM German
Real Estate Holding AG for each share of Prime Office REIT-AG as
consideration for the transfer of the assets of Prime Office REIT-AG in
connection with the merger. The parties have agreed that OCM German Real
Estate Holding AG will raise its share capital to EUR 82,000,000 from
retained earnings before the merger takes effect. This corresponds to
relative values of 38.78% (Prime Office REIT-AG) and 61.22% (OCM German
Real Estate Holding AG). The company valuations carried out by KPMG AG
Wirtschaftsprüfungsgesellschaft, Berlin, Hamburg branch, at the behest of
both parties resulted in a less favorable ratio for Prime Office REIT-AG
shareholders of 37.99% (Prime Office REIT-AG) to 62.01% (OCM German Real
Estate Holding AG).

Before the merger is recorded in the Commercial Register, OCM German Real
Estate Holding AG will apply for admission of its shares to trading on the
Regulated Market of the Frankfurt Stock Exchange with additional
obligations arising from admission. This will ensure that its shares are
listed and tradable immediately after the merger has taken effect and a
sufficient amount of free float has been achieved. There are no plans for
OCM German Real Estate Holding AG to obtain REIT status after the merger
has taken effect.

The Management Board of the merged entity will consist of the previous sole
member of the Management Board of OCM German Real Estate Holding AG, Mr.
Jürgen Overath, and the current Chief Financial Officer of Prime Office
REIT-AG, Mr. Alexander von Cramm.

To take effect, the merger must be approved by the annual general meetings
of Prime Office REIT-AG and OCM German Real Estate Holding AG. The annual
general meeting of Prime Office REIT-AG that had been convened for 21
August 2013 will be cancelled in order to avoid additional costs for
holding two annual general meetings. Instead, Prime Office REIT-AG is
expected to hold an annual general meeting on 24 September 2013, which, in
addition to transacting all items provided for in the agenda for the annual
general meeting on 21 August 2013, will be asked to approve the business
combination agreement and the merger agreement.

The merger is subject to additional conditions precedent and requires
antitrust clearance by the Bundeskartellamt before it can take effect.
Properties of Prime Office REIT-AG and OCM German Real Estate Holding AG
worth approx. EUR 250 million are to be sold under a special divestment
program. This includes the sale of Prime Office REIT-AG's Süddeutsche
Verlag and Hufelandstraße properties in Munich. In addition, the
Ludwig-Erhard-Anlage property of Prime Office REIT-AG in Frankfurt/Main is
to be sold, in whole or in part and/or will be transferred into a different
type of use together with a project developer, after the merger.

In order to ensure that the entity resulting from the merger is adequately
capitalized, a capital increase from authorized capital is to be carried
out preserving the shareholders' subscription rights; the capital increase
is expected to generate a cash inflow of EUR 125 million to EUR 175
million.

Contact

Prime Office REIT-AG
Richard Berg
Director Investor Relations / Corporate Communications
Hopfenstraße 4
80335 Munich

Telephone +49. 89. 710 40 90 40
Facsimile +49. 89. 710 40 90 99
Email richard.berg@prime-office.de

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Language: English
Company: Prime Office REIT-AG
Hopfenstraße 4
80335 München
Germany
Phone: +49 (0)89 7104090 40
Fax: +49 (0)89 7104090 99
E-mail: richard.berg@prime-office.ag
Internet: www.prime-office.ag
ISIN: DE000PRME012
WKN: PRME01
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), München,
Stuttgart; Freiverkehr in Berlin, Düsseldorf

End of Announcement DGAP News-Service

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