Takeover of BUWOG

On December 18, 2017, Vonovia published notice of its intention to make a voluntary public takeover offer, in accordance with the Austrian Takeover Act (ÜbG), to all the shareholders and holders of convertible bonds in BUWOG AG (subsequently: BUWOG), Vienna/Austria. BUWOG’s shares are listed under ISIN AT00BUWOG001 in the official trading segment (Prime Market) of Wiener Börse AG, on the regulated market (Prime Standard) of the Frankfurt Stock Exchange and on the Main Market of the Warsaw Stock Exchange.

The corresponding offer document was submitted to the Austrian Financial Market Authority on January 18, 2018, and was published on February 5, 2018.

The stated goal of the BUWOG takeover is to consolidate the complementary real estate portfolios of both companies and merge Vonovia’s housing stock (around 350,000 apartments) with that of BUWOG (around 48,300 apartments). The integration of BUWOG is expected to allow synergy potential to be exploited, in particular by way of the joint administration and management of the German and Austrian housing units, the further modernization of the portfolio, the expansion of the value chain and the optimization of cost structures. The Vonovia and BUWOG portfolios are a good geographical fit for each other and also complement each other strategically. The successful takeover of conwert in March 2017 allowed Vonovia not only to expand its real estate portfolio in Germany, but also to add properties in Austria to what had, until then, been a purely German portfolio for the first time. The takeover of BUWOG therefore allowed Vonovia to acquire not only a complementary real estate portfolio in Germany, but also an attractive real estate portfolio in Austria in order to merge these portfolios. The joint German and Austrian real estate portfolio of Vonovia and BUWOG was strengthened considerably as a result of this takeover.

At the end of the first tender phase on March 12, 2018, the majority of the shares in BUWOG, namely 82,844,967 shares or 73.8%, had been tendered to Vonovia. In addition, the offer for 2,988 BUWOG convertible bonds was accepted. The takeover of the shares and convertible bonds from the first tender phase in return for payment of € 2,752.5 million and, as a result, the assumption of control were completed on March 26, 2018.

On March 16, 2018, the second obligatory tender phase started, in accordance with the Austrian Takeover Act, which will end at 5 p.m. CET on June 18, 2018.

Due to the assumption of control on March 26, 2018, BUWOG will be included in Vonovia’s consolidated financial statements and, as a result, is also included in the interim statement as of March 31, 2018, for the first time with an initial provisional purchase price allocation. This means that BUWOG is included in the portfolio-based figures, e.g., balance sheet items, whereas the earnings contribution made by BUWOG will only be visible from the second quarter of 2018.