TLG IMMOBILIEN has received the approval by the German Federal Financial Supervisory Authority (BaFin) to publish the offer document for its voluntary public takeover offer for all outstanding shares of WCM Beteiligungs ("WCM").
Subject to the terms and conditions set out in the offer document, TLG IMMOBILIEN is offering 1 new no-par value bearer share of TLG IMMOBILIEN in exchange for every 5.75 WCM shares (4:23). This corresponds to a consideration of 0.174 TLG IMMOBILIEN shares for each WCM share. The new shares of TLG IMMOBILIEN will carry dividend rights from January 1, 2017, and will originate from the existing authorized capital of TLG IMMOBILIEN.
Thus, TLG IMMOBILIEN submits its offer for the acquisition of WCM as announced.
The offer period commenced with the start of trading at the Frankfurt Stock Exchange this Tuesday, 27 June 2017, and is expected to expire on 5 September 2017, at 24:00 CEST. Within this first period, WCM shareholders can accept the offer and tender their shares. In case the offer conditions, in particular the minimum acceptance threshold, are fulfilled at the end of the acceptance period, there will be a mandatory additional acceptance period of two weeks. UBS Europe SE, Frankfurt/Main, Germany, will act as settlement agent with regard to the offer.
WCM supports the public takeover offer of TLG IMMOBILIEN, subject to the fiduciary duties of WCM’s management board and supervisory board.
Completion of the takeover offer is subject to the condition precedent of reaching the minimum acceptance threshold of 50% plus one share of all WCM shares upon expiry of the acceptance period. As of today, TLG IMMOBILIEN has already entered into tender agreements covering approximately 50% of the shares and voting rights in WCM on a fully diluted basis (including mandatory convertible and employee stock options). These tender agreements comprise major shareholders of WCM, including DIC Asset Group, member of the supervisory board Karl Ehlerding and the CEO of WCM, Mr. Stavros Efremidis.
