Both the management and the supervisory board of Deutsche Wohnen AG resolved that Deutsche Wohnen will issue a voluntary public tender offer for a controlling interest in accordance with the Austrian Takeover Act for all outstanding shares in conwert Immobilien Invest SE, not held by Conwert itself. Deutsche Wohnen AG plans to pay a tender price of €11.50 in cash per Conwert share.
The planned offer price represents an approximately 21.5% premium over the volume-weighted average price over the past six months.
The tender offer will extend to Conwert's convertible bonds. During the offer period Deutsche Wohnen plans to pay a cash offer price of €111,868 per nominal €100,000 convertible bond with maturity date in 2016 and €119,295 per nominal €100,000 convertible bond with maturity date in 2018. During the grace period (Nachfrist) the cash offer price is expected to amount to €107,376 per nominal €100,000 convertible bond with maturity date in 2016 and €102,041 per nominal €100,000 convertible bond with maturity date in 2018.
Conwert’s biggest shareholder, the Haselsteiner Familien-Privatstiftung (“HFP”), endorses the offer by Deutsche Wohnen and has committed to participating in the tender offer with a directly or indirectly held stake of approximately 19% of the issued share capital. Thereby, HFP reduces its holdings in Conwert to a share of 5.1% (fully diluted). In addition to HFP, the investor Karl Ehlerding as well as other members of the Ehlerding family will tender the entirety of their shares and options amounting to 6.6% of the outstanding share capital (thereof 1.2% in the grace period).
In the event of a successful consummation of the takeover Conwert would share into the well-established access to substantially more advantageous refinancing conditions that Deutsche Wohnen enjoys.
The financing of the transaction will be realized by means of a bridge financing facility of around €900 million provided by participating banks as well as free liquidity. In the course of 2015, the bridge financing facility is meant to be fully refinanced by a capital increase. Deutsche Wohnen will also adhere to its forecast loan-to-value-ratio (LTV) of approximately 50% by year-end 2015.
Source: Deutsche Wohnen