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ADLER Real Estate AG: ADLER Real Estate AG: General Meeting clears path for acquisition of WESTGRUND AG

ADLER Real Estate AG / Key word(s): AGM/EGM

2015-04-29 / 14:53


Corporate News

ADLER Real Estate AG: General Meeting clears path for acquisition of WESTGRUND AG

- Capital increase by payment in kind unanimously approved

- New shares will be issued in exchange for WESTGRUND shares

- Move creates the fifth-largest listed residential real estate company in Germany by units

Hamburg, 29 April 2015. The Extraordinary General Meeting of ADLER Real Estate AG, Frankfurt/M., (ISIN DE0005008007) cleared the path for the takeover of WESTGRUND AG, Berlin. With an attendance of 52.53% of the share capital, the General Meeting which took place on 29 April 2015 approved the proposed capital increase by payment in kind with pre-emptive subscription rights disapplied unanimously, with no opposing vote and no abstentions. This allows WESTGRUND shareholders to take up the planned exchange offer, having previously secured over 50% of WESTGRUND shareholders an irrevocable undertaking to tender their shares. As a result, ADLER is expected to become the fifth-largest listed residential real estate company in Germany with over 51,000 residential units.

As of tomorrow, Thursday 30 April 2015, ADLER will be offering WESTGRUND shareholders 0.565 ADLER new no-par value bearer shares for every three WESTGRUND shares, each with a notional interest in the share capital of ADLER of EUR 1.00, plus an additional cash consideration of EUR 9.00. Based on the closing price of 13 February 2015 - the last trading day before the resolution on the takeover bid was announced - the offer corresponds to a price of c. EUR 5.00 per WESTGRUND share. The financing of the cash component of the bid has also been secured, as a result of ADLER successfully placing a EUR 300 million corporate bond before Easter.

According to the resolution of the Extraordinary General Meeting, the current share capital as stated in the Articles of Association is to be increased by EUR 14.987 million on the basis of the corresponding issue of new ADLER shares from EUR 31.876 million to EUR 46.864 million. The new ADLER shares will carry the right to participate in the company's earnings from 1 January 2015. The takeover of WESTGRUND will significantly increase the exposure to the federal states of Lower Saxony, North Rhine-Westphalia, Berlin, Brandenburg and Saxony. The company's greater exposure to these key locations will give rise to economies of scale in regards to asset management and property management, and the larger group will generate synergies and savings as well as improved terms in regards to its capital market activities.

ADLER and WESTGRUND have adopted similar strategies in the past. Going forward, they are looking to continue to pursue the strategy of establishing a significant cash-flow positive residential real estate portfolio in Germany, with a particular focus on secondary and peripheral locations in German conurbations with high manufacturing and industrial activites. ADLER currently has 31,000 units and WESTGRUND has 18,000 units, in addition to 2,700 units which were secured by WESTGRUND at the end of 2014. Following the acquisition, ADLER will have a portfolio totalling over 51,000 residential properties in Germany. The combined balance sheet is expected to reach c. EUR 2.4 billion with the expected market cap of the new group to reach over EUR 700 million. ADLER, which is currently listed on the Prime Standard of the Frankfurt stock exchange, is expected to be included in the SDAX small cap index there.

For enquiries, please contact:

Press:
german communications dbk ag
Jörg Bretschneider
Milchstr. 6 B, 20148 Hamburg, Germany
Phone: +49-(0)40/46 88 33 0
Fax: +49-(0)40/46 88 33 40
presse@german-communications.com

Investor Relations:
Hillermann Consulting
Christian Hillermann
Poststraße 14, 20354 Hamburg, Germany
Phone: +49-(0)40/32 02 79 10
Fax +49-(0)40/32 02 79 114
c.hillermann@hillermann-consulting.de


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350651  2015-04-29