DGAP-News: ADLER Real Estate AG: Shareholders' meeting of ADLER Real Estate gives go-ahead for ESTAVIS takeover

| Source: EQS Group AG
DGAP-News: ADLER Real Estate AG / Key word(s): Miscellaneous
ADLER Real Estate AG: Shareholders' meeting of ADLER Real Estate gives
go-ahead for ESTAVIS takeover

22.04.2014 / 19:16


Shareholders' meeting of ADLER Real Estate gives go-ahead for ESTAVIS

  - Extraordinary general meeting resolves capital increase

  - Exchange offer amounting to 14 ADLER shares for 25 ESTAVIS shares

  - Exchange period from 25 April until 23 May 2014

Hamburg, 22 April 2014 - The shareholders of ADLER Real Estate AG,
Frankfurt/M., (ISIN DE0005008007), paved the way for a takeover of ESTAVIS
AG, Berlin. With 65.7 percent of the share capital present, the
extraordinary general meeting of ADLER on Tuesday approved almost
unanimously the proposal of Management Board and Supervisory Board. ADLER
will therefore be able to increase its share capital against contributions
in kind in the form of conversion against shares of ESTAVIS AG. CEO Axel
Harloff at the EGM confirmed the objective to acquire a majority of
ESTAVIS, as the company shall be fully consolidated in the ADLER Group
following a successful takeover. The voluntary public takeover offer of
ADLER will be published on Friday, 25 April 2014. Acceptance period runs
until 23 May 2014. ADLER offers the shareholders of ESTAVIS 14 shares in
exchange for 25 ESTAVIS shares.

The shareholders' meeting of ADLER has agreed to a maximum increase of the
share capital from currently about EUR 16.5 million to approximately EUR 30
million for the implementation of the transaction. Harloff expressed his
confidence at the shareholders' meeting that more than 50 percent of the
ESTAVIS shareholders will accept ADLER's offer. Important ESTAVIS
shareholders already indicated their consent to the offered conversion
ratio prior to the proposed takeover. The conversion ratio at share prices
of EUR 2.19 per ESTAVIS share and EUR 3.91 per ADLER share is based on
revenue-weighted share prices during the three months preceding the
decision for the takeover on 09 February 2014 and offers the shareholders
of ESTAVIS a premium of 8.41 percent.

Harloff explained the adequacy of the conversion ratio at the shareholders'
meeting. The net asset value (NAV) of both companies according to European
Public Real Estate Association (EPRA) was taken into account for the
valuation. This currently amounts to a diluted NAV for ADLER of EUR 5.89
per share and for ESTAVIS of EUR 3.34 per share. Also these two figures
correspond approximately to the conversion ratio of 1 ESTAVIS share for
0.56 ADLER shares. Following a successful exchange offer and a full
consolidation of ESTAVIS in the ADLER Group this can even amount to a total
NAV per share of about EUR 7.50 per share. Including the latest acquisition
of a residential real estate portfolio comprising of 4,300 units by
ESTAVIS, the new ADLER Group will altogether consist of more than 16,500

For inquiries please contact

Press: german communications dbk ag   
Jörg Bretschneider     
Alsterufer 34, 20354 Hamburg    
Tel.: +49 (0) 40/46 88 33 0   
Fax: +49 (0) 40/47 81 80    

Investor Relations: Hillermann Consulting
Christian Hillermann
Poststraße 14, 20354 Hamburg
Tel.: +49 (0) 40/32 02 79 10
Fax: +49 (0) 40/32 02 79 114

End of Corporate News


22.04.2014 Dissemination of a Corporate News, transmitted by DGAP - a
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Language:    English                                           
Company:     ADLER Real Estate AG                              
             Alstertor 17                                      
             20095 Hamburg                                     
Phone:       +49 (0)40 - 29 8130-0                             
Fax:         +49 (0)40 - 29 8130-35                            
E-mail:      info@adler-ag.com                                 
Internet:    www.adler-ag.com                                  
ISIN:        DE0005008007, DE000A1R1A42,                       
WKN:         500800, A1R1A4                                    
Listed:      Regulierter Markt in Frankfurt (Prime Standard);  
             Freiverkehr in Berlin, Düsseldorf, Hamburg        
End of News    DGAP News-Service  
264100 22.04.2014