6 Subsequent Events
On June 23, 2021, Vonovia SE, Bochum, published the offer document regarding its takeover offer to the shareholders of Deutsche Wohnen SE, Berlin, for the acquisition of the no-par-value shares held by them in Deutsche Wohnen against payment of a cash consideration of € 52.00 per share. The acceptance period for the takeover offer expired at midnight on July 21, 2021 (reference date).
As of the reference date, the total number of Deutsche Wohnen shares to be taken into account for the minimum acceptance threshold was 171,394,162, which corresponds to a share of approximately 47.62% of the share capital and voting rights of Deutsche Wohnen.
The closing condition described in the offer document of reaching the minimum acceptance threshold of 179,947,733 Deutsche Wohnen shares (corresponding to approximately 50% of the current share capital of Deutsche Wohnen) did not occur by the end of the acceptance period. The closing condition has therefore definitively failed. As a consequence of the definite failure of this closing condition, both the takeover offer has lapsed and the agreements which have been entered into as a result of the acceptance of the takeover offer have ceased to exist.
As of the reference date, the bidder held a total of 66,057,759 Deutsche Wohnen Shares. This corresponds to approx. 18.36% of the share capital and voting rights of Deutsche Wohnen.
Furthermore, until the reference date, due to a share purchase agreement concluded with Deutsche Wohnen but not yet executed, the bidder held financial instruments relating to 12,708,563 Deutsche Wohnen Shares. This corresponds to approx. 3.53% of the share capital and voting rights of Deutsche Wohnen. As the takeover offer was not successful, the condition precedent of the share purchase agreement has occurred and the share purchase agreement is to be consummated.