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ADLER Real Estate AG: Shareholders' meeting of ADLER Real Estate gives go-ahead for ESTAVIS takeover

ADLER Real Estate AG / Key word(s): Miscellaneous

22.04.2014 / 19:16

Shareholders' meeting of ADLER Real Estate gives go-ahead for ESTAVIS takeover

- Extraordinary general meeting resolves capital increase

- Exchange offer amounting to 14 ADLER shares for 25 ESTAVIS shares

- Exchange period from 25 April until 23 May 2014

Hamburg, 22 April 2014 - The shareholders of ADLER Real Estate AG, Frankfurt/M., (ISIN DE0005008007), paved the way for a takeover of ESTAVIS AG, Berlin. With 65.7 percent of the share capital present, the extraordinary general meeting of ADLER on Tuesday approved almost unanimously the proposal of Management Board and Supervisory Board. ADLER will therefore be able to increase its share capital against contributions in kind in the form of conversion against shares of ESTAVIS AG. CEO Axel Harloff at the EGM confirmed the objective to acquire a majority of ESTAVIS, as the company shall be fully consolidated in the ADLER Group following a successful takeover. The voluntary public takeover offer of ADLER will be published on Friday, 25 April 2014. Acceptance period runs until 23 May 2014. ADLER offers the shareholders of ESTAVIS 14 shares in exchange for 25 ESTAVIS shares.

The shareholders' meeting of ADLER has agreed to a maximum increase of the share capital from currently about EUR 16.5 million to approximately EUR 30 million for the implementation of the transaction. Harloff expressed his confidence at the shareholders' meeting that more than 50 percent of the ESTAVIS shareholders will accept ADLER's offer. Important ESTAVIS shareholders already indicated their consent to the offered conversion ratio prior to the proposed takeover. The conversion ratio at share prices of EUR 2.19 per ESTAVIS share and EUR 3.91 per ADLER share is based on revenue-weighted share prices during the three months preceding the decision for the takeover on 09 February 2014 and offers the shareholders of ESTAVIS a premium of 8.41 percent.

Harloff explained the adequacy of the conversion ratio at the shareholders' meeting. The net asset value (NAV) of both companies according to European Public Real Estate Association (EPRA) was taken into account for the valuation. This currently amounts to a diluted NAV for ADLER of EUR 5.89 per share and for ESTAVIS of EUR 3.34 per share. Also these two figures correspond approximately to the conversion ratio of 1 ESTAVIS share for 0.56 ADLER shares. Following a successful exchange offer and a full consolidation of ESTAVIS in the ADLER Group this can even amount to a total NAV per share of about EUR 7.50 per share. Including the latest acquisition of a residential real estate portfolio comprising of 4,300 units by ESTAVIS, the new ADLER Group will altogether consist of more than 16,500 apartments.

For inquiries please contact

Press: german communications dbk ag
Jörg Bretschneider
Alsterufer 34, 20354 Hamburg
Tel.: +49 (0) 40/46 88 33 0
Fax: +49 (0) 40/47 81 80

Investor Relations: Hillermann Consulting
Christian Hillermann
Poststraße 14, 20354 Hamburg
Tel.: +49 (0) 40/32 02 79 10
Fax: +49 (0) 40/32 02 79 114

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