DGAP-News: ADLER Real Estate AG / Key word(s): AGM/EGM
ADLER Real Estate AG: ADLER Real Estate AG: General Meeting clears
path for acquisition of WESTGRUND AG
29.04.2015 / 14:53
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Corporate News
ADLER Real Estate AG: General Meeting clears path for acquisition of
WESTGRUND AG
- Capital increase by payment in kind unanimously approved
- New shares will be issued in exchange for WESTGRUND shares
- Move creates the fifth-largest listed residential real estate company
in Germany by units
Hamburg, 29 April 2015. The Extraordinary General Meeting of ADLER Real
Estate AG, Frankfurt/M., (ISIN DE0005008007) cleared the path for the
takeover of WESTGRUND AG, Berlin. With an attendance of 52.53% of the share
capital, the General Meeting which took place on 29 April 2015 approved the
proposed capital increase by payment in kind with pre-emptive subscription
rights disapplied unanimously, with no opposing vote and no abstentions.
This allows WESTGRUND shareholders to take up the planned exchange offer,
having previously secured over 50% of WESTGRUND shareholders an irrevocable
undertaking to tender their shares. As a result, ADLER is expected to
become the fifth-largest listed residential real estate company in Germany
with over 51,000 residential units.
As of tomorrow, Thursday 30 April 2015, ADLER will be offering WESTGRUND
shareholders 0.565 ADLER new no-par value bearer shares for every three
WESTGRUND shares, each with a notional interest in the share capital of
ADLER of EUR 1.00, plus an additional cash consideration of EUR 9.00. Based
on the closing price of 13 February 2015 - the last trading day before the
resolution on the takeover bid was announced - the offer corresponds to a
price of c. EUR 5.00 per WESTGRUND share. The financing of the cash
component of the bid has also been secured, as a result of ADLER
successfully placing a EUR 300 million corporate bond before Easter.
According to the resolution of the Extraordinary General Meeting, the
current share capital as stated in the Articles of Association is to be
increased by EUR 14.987 million on the basis of the corresponding issue of
new ADLER shares from EUR 31.876 million to EUR 46.864 million. The new
ADLER shares will carry the right to participate in the company's earnings
from 1 January 2015. The takeover of WESTGRUND will significantly increase
the exposure to the federal states of Lower Saxony, North Rhine-Westphalia,
Berlin, Brandenburg and Saxony. The company's greater exposure to these key
locations will give rise to economies of scale in regards to asset
management and property management, and the larger group will generate
synergies and savings as well as improved terms in regards to its capital
market activities.
ADLER and WESTGRUND have adopted similar strategies in the past. Going
forward, they are looking to continue to pursue the strategy of
establishing a significant cash-flow positive residential real estate
portfolio in Germany, with a particular focus on secondary and peripheral
locations in German conurbations with high manufacturing and industrial
activites. ADLER currently has 31,000 units and WESTGRUND has 18,000 units,
in addition to 2,700 units which were secured by WESTGRUND at the end of
2014. Following the acquisition, ADLER will have a portfolio totalling over
51,000 residential properties in Germany. The combined balance sheet is
expected to reach c. EUR 2.4 billion with the expected market cap of the
new group to reach over EUR 700 million. ADLER, which is currently listed
on the Prime Standard of the Frankfurt stock exchange, is expected to be
included in the SDAX small cap index there.
For enquiries, please contact:
Press:
german communications dbk ag
Jörg Bretschneider
Milchstr. 6 B, 20148 Hamburg, Germany
Phone: +49-(0)40/46 88 33 0
Fax: +49-(0)40/46 88 33 40
presse@german-communications.com
Investor Relations:
Hillermann Consulting
Christian Hillermann
PoststraÃe 14, 20354 Hamburg, Germany
Phone: +49-(0)40/32 02 79 10
Fax +49-(0)40/32 02 79 114
c.hillermann@hillermann-consulting.de
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29.04.2015 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: ADLER Real Estate AG
Herriotstr. 5
60528 Frankfurt am Main
Germany
Phone: +49 (0)40 - 29 8130-0
Fax: +49 (0)40 - 29 8130-99
E-mail: info@adler-ag.com
Internet: www.adler-ag.com
ISIN: DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02
WKN: 500800, A14J3Z, A1R1A4, A11QF0
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg
End of News DGAP News-Service
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350651 29.04.2015
DGAP-News: ADLER Real Estate AG: ADLER Real Estate AG: General Meeting clears path for acquisition of WESTGRUND AG
| Source: EQS Group AG