Takeover Offer Made to the Shareholders of Victoria Park AB, Sweden
On May 3, 2018, Vonovia SE (subsequently Vonovia) announced its intention, as part of its internationalization strategy, to make a public cash offering via a subsidiary to the shareholders of Victoria Park AB (subsequently Victoria Park), a Swedish listed company, for the purchase of all shares at a price of 38.00 Swedish krona (SEK) for each class A and class B share, and SEK 3 16.00 for each preference share.
Victoria Park is a leading residential real estate company in Sweden and operates in an environment that is very similar to the German housing market. Like Vonovia, Victoria Park pursues a long-term company strategy guided by social criteria with the aim of offering its tenants attractive homes and thereby creating value. The company owns and manages a high-quality real estate portfolio of approximately 14,000 apartments with a focus in the metropolitan regions of Stockholm, Malmö and Gothenburg. The shares of Victoria Park are listed in the mid-market segment of the Nasdaq Stockholm stock exchange.
As of June 18, 2018, the last day of the acceptance deadline, the shareholders of Victoria Park had accepted the offer for a total of 34,056,463 class A shares, 97,962,486 class B shares and 663,172 preference shares. This is equal to 54.4% of the share capital or 46.5% of the voting rights. Vonovia was furthermore granted two call options totaling 10.0% of the capital, or 12.4% of the voting rights. These call options can be exercised between May 15 and May 29, 2019. The offer was completed on June 28, 2018.
During the extended tender period until July 3, 2018, an additional 1.8% of the share capital or 2.0% of the voting rights were tendered to Vonovia. In addition, Vonovia acquired shares in the market at up to the offer price amounting to 0.6% of the share capital or 0.3% of the voting rights.
At the end of the extended tender period and the acquisitions on the market, Vonovia possessed 56.6% of the share capital and 48.9% of the voting rights. Including the two call options, the share of total equity equaled 66.7% or 61.2% of the voting rights. Although Vonovia had less than 50% of the voting rights as of June 30, 2018, in accordance with IFRS 10.B41–B43, de facto control had to be assumed, since it held a de facto majority of votes present at the Annual General Meeting.
By way of the agreement dated September 5, 2018, and with the execution of this agreement on September 7, 2018, Vonovia acquired a further 59,560,701 class A and B shares based on the same conditions as in the public takeover offer. This corresponds to a further 30.3 million voting rights. This means that, as of September 30, 2018, the percentage of the share capital comes to 81.4%, while the share of the voting rights amounts to 81.1%. Including the call options in the amount of 12.4%, the share of voting rights comes to 93.5%.
As a result of the completion of the transaction at the end of June 2018 and the resulting assumption of control, Victoria Park is included in the interim financial statements as of September 30, 2018, with an earnings contribution for the quarter from July 1 to September 30, 2018. The purchase price allocation and, as a result, the calculation of goodwill are still provisional.