Acquisition of conwert

The takeover of Deutsche Wohnen AG that Vonovia intended to complete in early January 2016 did not meet with a majority vote among the shareholders of Deutsche Wohnen AG. The efforts to achieve a successful transaction were suspended on February 10, 2016 as a result.

On September 5, 2016, Vonovia then published notice of its intention to make a voluntary public takeover offer, in accordance with the Austrian Takeover Act (UebG), to the shareholders of conwert Immobilien Invest SE, Vienna (“conwert”), for the acquisition of all shares in conwert. Vonovia and conwert Immobilien Invest SE, whose shares are traded on the Vienna Stock Exchange, have signed a Business Combination Agreement in this regard. Pursuant to the takeover offer, all conwert shareholders will be offered 74 shares in Vonovia for every 149 shares in conwert. As an alternative, Vonovia will be offering the conwert shareholders a cash payment, in line with a mandatory requirement in Austria, of € 16.16 per share. The corresponding offer document was published on November 17, 2016.

With around 333,000 apartments across Germany, Vonovia offers the basis for the efficient management of conwert’s approximately 24,500 units, particularly the properties on the German real estate market. The aim of the offer is to consolidate the complementary real estate portfolios of the two companies. Management under a joint umbrella will allow significant added value to be achieved for tenants and shareholders alike. The merger will allow Vonovia to further expand its presence in the expanding cities of Leipzig, Berlin, Potsdam and Dresden and to add the highly attractive German-speaking city of Vienna to its, until recently, purely German portfolio.

At the end of the acceptance deadline on December 19, 2016, Vonovia SE had reached the minimum acceptance threshold of “50 % plus 1 share” required to complete the intended transaction with 71.54%. 72.2 million shares were tendered in cash, with 682.9 k tendered for exchange. This means that the majority of conwert’s shareholders have approved the takeover. The end of the acceptance deadline on December 19, 2016, signals the start of a second acceptance period of three months, which is obligatory under Austrian law and will run until the end of March 2017. The corresponding non-cash capital increase for Vonovia was entered in the Düsseldorf Commercial Register on January 10, 2017. This means that conwert will be included in Vonovia’s consolidated financial statements with effect from January 10, 2017. Following the completion of the transaction, representatives of Vonovia were appointed to conwert’s Administrative Board at conwert’s extraordinary Annual General Meeting held on January 27, 2017.