DGAP-Adhoc: Deutsche Wohnen AG and GSW Immobilien AG conclude Business Combination Agreement

Deutsche Wohnen AG / Key word(s): Offer

14.10.2013 18:27

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION
OR DISTRIBUTION (IN WHOLE OR IN PART) IN, WITHIN OR FROM ANY JURISDICTION
WHERE SUCH A PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.

Deutsche Wohnen AG and GSW Immobilien AG conclude Business Combination
Agreement.

Frankfurt (Main) / Berlin, October 14, 2013. On the basis of resolutions by
the management board and supervisory board of the two companies, Deutsche
Wohnen AG (Deutsche Wohnen) and GSW Immobilien AG (GSW) concluded an
agreement today regarding the exchange offer made to the GSW shareholders
by Deutsche Wohnen. This Business Combination Agreement contains provisions
concerning the future strategy and structure of the combined group.
Pursuant thereto, the existing strategy, i.e. the long-term value-driven
management of real estate portfolios, shall be maintained and an internal
integration project shall be launched for the purpose of successfully
combining the two groups.

Subject to its corporate responsibilities, GSW will support Deutsche
Wohnen's takeover offer. Specifically, within the legal requirement to
issue a statement pursuant to section 27 para. 1 German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the
management board of GSW will confirm that, in its opinion, the nature and
amount of the consideration offered by Deutsche Wohnen is fair and adequate
for GSW shareholders and will confirm that it thus supports the exchange
offer and that it recommends the acceptance thereof by the GSW
shareholders. After all, the parties undertook toward each other that they
will until the takeover offer has been completed conduct their business in
a manner that will not have a material adverse effect on the value of the
GSW or the Deutsche Wohnen group.

The agreement further provides that the management board of Deutsche
Wohnen, subject to its corporate responsibilities, will aim to permanently
increase the dividends payable, starting with the dividend payable for the
fiscal year 2014 (including), by Deutsche Wohnen to its shareholders from
the current level of approximately 50% of funds from operations (FFO)
(without disposals) to approximately 60% of the FFO (without disposals).
The scheduled payout ratio of approximately 50% of the FFO (without
disposals) for the fiscal year 2013 remains unaffected.

Following the completion of the exchange offer, the management board of
Deutsche Wohnen and the management board of GSW will, subject to their
corporate responsibilities, use their best efforts to ensure that the
supervisory board of Deutsche Wohnen appoints Mr. Andreas Segal and Mr.
Jörg Schwangenscheidt as members of the management board of Deutsche
Wohnen, and that the terms and conditions of their current management board
contracts are also transferred to Deutsche Wohnen. Michael Zahn will
maintain his position as chief executive officer (CEO). Following the
completion of the exchange offer, the management board of Deutsche Wohnen
will, subject to its corporate responsibilities, use its best efforts to
ensure that one member of the supervisory board of GSW be elected a member
of the supervisory board of Deutsche Wohnen for a standard term of office,
or is appointed by court order in accordance with section 104 German Stock
Corporation Act (Aktiengesetz) if a currently appointed shareholder
representative resigns voluntarily.

Given Deutsche Wohnen shareholders' approval of the resolutions on the
capital increases for the issuance of new Deutsche Wohnen shares for
purpose of the exchange offer at the extraordinary general meeting on
September 30, 2013 (each of which were approved with 99.49% of the votes),
Deutsche Wohnen regards the conclusion of this agreement and GSW's present
support for the takeover offer as another crucial step towards the
successful completion of the exchange offer. As announced, the period
during which GSW shares can be exchanged for Deutsche Wohnen shares ends at
midnight on October 30, 2013. Provided that the exchange offer is
successful, closing may occur before the end of this year.

Disclaimer

This publication is neither an offer to exchange nor a solicitation of an
offer to exchange GSW Immobilien AG shares. Moreover, the publication is
neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen
AG shares. The final terms and further provisions regarding the public
takeover offer are disclosed in the offer document that has been approved
by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). Investors and holders of GSW Immobilien AG
shares 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.

Subject to the exceptions described in the offer document, a public
takeover offer is not being 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 is 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 or any other
jurisdiction, where to do so would constitute a violation of the laws of
such jurisdiction, is not permitted.

The Deutsche Wohnen AG shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, or with any securities
regulatory authority of any state or any other jurisdiction of the USA.
Therefore, subject to certain exceptions, Deutsche Wohnen AG shares may not
be offered within the USA. There is no public offering of the Deutsche
Wohnen AG shares in the USA.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, Deutsche Wohnen AG or its brokers
may purchase, or conclude agreements to purchase, GSW Immobilien AG shares,
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 GSW Immobilien AG 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.

Insofar as this document contains forward-looking statements, these do not
represent facts and are characterized by words such as 'expect', 'believe',
'estimate', 'intend', 'aim', 'assume' or similar words. Such statements
express the intentions, opinions or current expectations of Deutsche Wohnen
AG and persons acting in concert with it. Such forward-looking statements
are based on current plans, estimates and forecasts that Deutsche Wohnen AG
and the persons acting in concert with it 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 generally cannot be influenced by Deutsche Wohnen
AG or persons acting in concert with it. It should be noted, that future
events and developments could considerably deviate from those contained in
these forward-looking statements.

Contact:
+49 (0)30 / 897 86 - 551

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Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-507
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6, DE0006283302
WKN: A0HN5C, 628330
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart

End of Announcement DGAP News-Service

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