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
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Shareholders' meeting of ADLER Real Estate gives go-ahead for ESTAVIS
takeover
- 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
apartments.
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
presse@german-communications.com
Investor Relations: Hillermann Consulting
Christian Hillermann
PoststraÃe 14, 20354 Hamburg
Tel.: +49 (0) 40/32 02 79 10
Fax: +49 (0) 40/32 02 79 114
c.hillermann@hillermann-consulting.de
End of Corporate News
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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
Germany
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
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264100 22.04.2014
DGAP-News: ADLER Real Estate AG: Shareholders' meeting of ADLER Real Estate gives go-ahead for ESTAVIS takeover
| Source: EQS Group AG