|DGAP-News: ADLER Real Estate AG
/ Key word(s): Offer
21.02.2020 / 13:29
The issuer is solely responsible for the content of this announcement.
Management and Supervisory boards of ADLER recommend shareholders tender their shares into ADO offer
– ADLER’s management and supervisory boards recommend shareholders to accept ADO’s offer
– Business combination is in the best interest of ADLER
– Deutsche Bank and UBS issued fairness opinions concluding offered consideration is adequate and fair
– More than 52% of ADLER shareholders have already accepted the offer
– Acceptance period ends on 6 March 2020
– c. EUR 2.7bn of waivers have been signed by debt holders
Berlin, 21 February 2020 – The Management and Supervisory boards of ADLER Real Estate AG (ADLER) recommend its shareholders to accept the Voluntary Public Takeover Offer of ADO Properties S.A. (ADO). As part of the offer, ADLER shareholders can exchange each of their shares for 0.4164 ADO shares until 6 March 2020 at 24:00h CET. In a joint reasoned statement in accordance with section 27 para. 1 of the German Securities Acquisition and Takeover Act (German WPUG reference), the Management and Supervisory boards confirm the offer consideration is fair and reasonable and in the best interest of ADLER, its shareholders and other stakeholders. Deutsche Bank and UBS issued fairness opinions and concluded that the offered consideration is adequate and fair to the shareholders of ADLER. More than 52% of ADLER shareholders have already accepted the offer.
A detailed explanation of the support for ADO offer can be accessed in our Joint Reasoned Statement available on our website at: https://adler-ag.com/en/disclaimer/
ADLER’s bondholders and financing banks are supportive of the transaction and have confirmed that they would like to continue to finance the combination after the takeover. So far change of ownership clauses have been waived for c. EUR 2.7bn of debt of which c. EUR 700m from banks and c. EUR 2.0bn from bondholders. We expect this figure to further grow based on ongoing discussions.
On 15 December 2019 ADO published its decision to make an offer for ADLER as part of a business combination agreement. BaFin subsequently approved the offer and the Offer Document was made public on 7 February 2020, marking the beginning of the Acceptance Period. The offer document regarding the voluntary public takeover offer as well as its non-binding English convenience translation are available on ADO’s website at https://www.ado.properties/ under Investor Relations.
Maximilian Rienecker, Co-CEO of ADLER Real Estate AG said: “The fairness opinions confirm that the offer by ADO Properties represents substantial value for ADLER shareholders and we recommend that shareholders tender their shares before the end of the acceptance period. The business combination brings together highly complementary portfolios and will unlock significant operational and financial synergies. The transaction offers compelling benefits to all parties involved and we continue to progress towards the successful completion of the combination as planned.”
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|Company:||ADLER Real Estate AG|
|Joachimsthaler Straße 34|
|Phone:||+49 30 398 018 10|
|Fax:||+49 30 639 61 92 28|
|ISIN:||DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02|
|WKN:||500800, A14J3Z, A1R1A4, A11QF0|
|Indices:||SDAX, GPR General Index|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||932193|
|End of News||DGAP News Service|