DGAP-News: ADLER Real Estate AG / Key word(s): Offer
ADLER Real Estate AG: ADLER Real Estate AG has secured takeover of
majority in WESTGRUND AG
16.02.2015 / 16:32
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Corporate News
ADLER Real Estate AG has secured takeover of majority in WESTGRUND AG
- Move creates the fifth-largest listed residential real estate company
in Germany
- WESTGRUND anchor shareholders irrevocably committed to accept the
takeover offer
- Takeover against cash payment and new ADLER shares
- Offer currently corresponds to a price of approximately EUR 5.00 per
WESTGRUND share
- Considerable potential for synergies in the amount of approximately EUR
20 million over the next three years expected
- The combined group will have an estimated LTV of approximately 67
percent; interests on liabilities (WACD) to be reduced to c. 3.9
percent
- New group has an EPRA NAV of EUR 14.60 per share
Hamburg, Germany, 16 February 2015. ADLER Real Estate AG, Frankfurt/Main,
Germany, (ISIN DE0005008007) has secured the takeover of a majority of
WESTGRUND AG, Berlin, Germany, (ISIN: DE000A0HN4T3) by way of irrevocable
undertakings, thus creating the fifth-largest listed residential real
estate company in Germany by units. The takeover will be carried out
through a voluntary public takeover offer in adherence to the German
Securities Acquisition and Takeover Act (WpÃG). Afterwards, WESTGRUND
shareholders will be offered a combination of cash component and newly
issued shares of ADLER. The decision to submit the voluntary public
takeover offer was approved today by both the Management and Supervisory
Boards of ADLER. The transaction's financing has been fully secured.
Furthermore, WESTGRUND's anchor shareholders, holding a joint share of just
over 50 percent of WESTGRUND's share capital, have already executed a
binding undertaking to accept ADLER's offer. The transaction is scheduled
for completion by the middle of the year.
In detail, ADLER will offer WESTGRUND shareholders 0.565 new no-par value
bearer shares of ADLER Real Estate AG with a calculated par value of the
share capital of ADLER of EUR 1.00 each and an additional cash payment of
EUR 9.00 for every three WESTGRUND shares. Based on the closing price of 13
February 2015 the offer corresponds to a price of approximately EUR 5.00
per WESTGRUND share. The newly issued ADLER shares will carry the right to
participate in the company's earning as of 1 January 2015 and will be
issued through a capital increase by payment in kind once approved by the
general meeting. The compensation and the specific exchange ratio are
expected to be confirmed by the German Federal Financial Supervisory
Authority (BaFIN).
"The takeover of WESTGRUND AG offers the opportunity to generate
considerable potential for synergies amounting to approximately EUR 20
million over the next three years," says Axel Harloff, CEO of ADLER Real
Estate. Both ADLER and WESTGRUND have almost similar business models and
strategies and share the aim to build a considerable property portfolio in
Germany targeting B- and suburban areas of German metropolitan regions and
contributing a positive cash flow after deduction of all recurring costs.
ADLER currently owns and manages in excess of 31,000 units; WESTGRUND owns
and manages in excess of 18,000 residential units. Additionally, WESTGRUND
secured the acquisition of further 2,700 apartments at the end of 2014.
Following the takeover, the expanded ADLER Group will hold a total of
almost 52,000 residential units in Germany.
Synergies are expected especially in the German states of Lower Saxony,
North Rhine-Westphalia, Berlin, Brandenburg and Saxony, as the combined
group will have a concentration of assets in these regions that allows for
greater efficiency from an asset management perspective. Moreover,
economies of scale are possible in financing, housing management,
purchasing and portfolio management, as well as rental-related services,
leading to general synergies. Tenants of both companies will benefit from
cost advantages and improved support services. ADLER subsidiary ACCENTRO
Real Estate AG, Berlin, Germany, Germany's largest company for residential
real estate privatisation, will also be able to generate considerable
earnings from the privatisation of WESTGRUND's residential units,
especially in Berlin-Kreuzberg.
WESTGRUND investors will immediately receive considerable advantages from
the merger thanks to the premium offer amounting to c. 20 percent regarding
the last three month's average share price and the value of the new group,
which is expected to have an EPRA NAV of approximately EUR 14.60 per share.
Both investor groups benefit from the additional improvement of returns
resulting from the future development of the combined, stronger and more
stable company. Even without the privatisation business of ADLER subsidiary
ACCENTRO AG, the FFO (funds from operations, cash flow from operating real
estate business) are expected to amount to a range between EUR 67 million
and EUR 70 million on an annualised basis, thereby evidencing the high
earnings potential of both companies.
"We are very pleased with the opportunity of carrying out this acquisition
for our shareholders, as it offers an excellent fit," Axel Harloff
continues. "WESTGRUND owns an outstanding portfolio which is not adequately
reflected in the share price." Following the takeover, the loan-to-value
(LTV) will most likely be in the range of around 67 percent, and interest
obligations on all liabilities (WACD) will decrease to 3.9 percent on
average, meeting ADLER's 2016 year-end target 18 months in advance. The
combined balance sheet total of both companies is expected to amount to
around EUR 2.7 billion, and the market capitalisation of the new group will
be over EUR 700 million. ADLER is expected to be included in the SDAX of
the Frankfurt Stock Exchange and rank among the top tickers in this
segment.
The transaction was advised by Oddo Seydler Bank AG.
For inquiries, 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)40/47 81 80
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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16.02.2015 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
Gänsemarkt 50
20354 Hamburg
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, DE000A1R1A42, DE000A11QF02
WKN: 500800, 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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323847 16.02.2015
DGAP-News: ADLER Real Estate AG: ADLER Real Estate AG has secured takeover of majority in WESTGRUND AG
| Source: EQS Group AG