The management board and the supervisory board of TLG IMMOBILIEN AG have resolved to offer to the shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (“WCM”) to acquire their no-par value bearer shares by way of a voluntary public takeover offer. Subject to the final determination of the minimum prices and the offer conditions in the offer document, TLG IMMOBILIEN intends to offer one new no-par value bearer share of TLG IMMOBILIEN with a notional value of €1.00 as consideration in exchange for each 5.75 tendered shares of WCM. The new shares of TLG IMMOBILIEN will carry dividend rights from January 1, 2017.
Based on the weighted average price of the TLG IMMOBILIEN share during the three months prior to the day of the announcement of the Offer, the exchange ratio values each share of WCM at € 3.15, representing a premium of 4.1% to the weighted average price of the shares of WCM during the three months prior to the day of the announcement of the Offer. Based on the closing price of the TLG IMMOBILIEN shares prior to the day of the announcement of the Offer, the resulting offer price amounts to € 3.36 per WCM share and represents a premium of 17.8% on WCM’s pro-forma EPRA NAV of € 2.85 per share as communicated by WCM.
In connection with the Offer, TLG IMMOBILIEN and WCM signed a business combination agreement (“BCA”). The BCA addresses the common understanding of TLG IMMOBILIEN and WCM, in particular regarding the strategy and structure of the combined company, the process of the Offer, the intended future composition of the boards of TLG IMMOBILIEN and WCM and the integration process. On the basis of the BCA, WCM will support the Offer and – after having examined the offer document – recommend that their shareholders accept it.
In addition, TLG IMMOBILIEN entered into tender agreements with major shareholders of WCM, including DIC Asset Group, member of the supervisory board Karl Ehlerding and the CEO of WCM, Mr. Stavros Efremidis regarding their shares in WCM, covering approximately 50.0% of the shares and voting rights in WCM on a fully diluted basis (including mandatory convertible and employee stock options). By entering into such tender agreements, these shareholders have undertaken to tender their shares in WCM into the Offer.