DGAP-Ad-hoc: Aroundtown SA / Key word(s): Merger/Real Estate
Aroundtown SA and TLG Immobilien AG agree on essential non-binding terms for
potential merger
27-Oct-2019 / 00:14 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF APPLICABLE LAWS OR REGULATIONS*
*Disclosure of inside information according to Article 17 of Regulation (EU)
No 596/2014 on market abuse*
*AROUNDTOWN SA AND TLG IMMOBILIEN AG AGREE ON ESSENTIAL NON-BINDING TERMS
FOR POTENTIAL MERGER*
*Grand Duchy of Luxembourg, 26 October 2019, 23:45 CEST*
Following Aroundtown SA's ("*Aroundtown*") announcement on 1 September 2019
on the evaluation of a potential merger with TLG Immobilien AG ("*TLG*"),
both companies have evaluated the potential merger and the best possible way
to achieve a successful combination of their businesses from an economic,
financial, operational, legal and tax standpoints. Aroundtown's Board of
Directors resolved today the execution of a non-binding term sheet with TLG,
setting the essential terms and conditions of a potential merger of the two
companies.
The now agreed term sheet provides for a merger by way of voluntary public
offer (freiwilliges öffentliches Übernahmeangebot) by Aroundtown for
all shares in TLG against a consideration consisting of new shares to be
issued by Aroundtown. A final decision to launch an offer has not yet been
made by Aroundtown and remains subject to several conditions yet to be
agreed, the approval of any definitive agreement with TLG, the final
analysis of the synergies and a resolution of the Board of Directors of
Aroundtown.
The proposed transaction and the exchange ratio will be determined on the
basis of Aroundtown's and TLG's EPRA NAV per share, subject to statutory
minimum price rules.
The combined company is contemplated to do business under a new name to be
defined by Aroundtown and TLG and have its operational headquarters in
Berlin, Germany.
Upon Aroundtown holding 50% or more of all shares in TLG at closing or at a
later point ("Holding Threshold"), it is contemplated that Aroundtown
introduces a governance structure consisting of a management body (_comité
de direction_) which will include five members and a board of directors
which will include six or seven members. Three members of such board are
proposed to be independent.
Upon Aroundtown reaching the Holding Threshold, TLG will nominate the
initial chairman of Aroundtown's board of directors and the CFO. In the
event Aroundtown holds 66% or more of all TLG shares, TLG will nominate an
additional member to the management body. One of the members nominated by
TLG will act as co-CEO. The remaining positions in the management body
(including the CEO) and in the board of directors will be nominated by
Aroundtown.
Based on the discussions to date, Aroundtown and TLG have identified
potential synergies for increasing the FFO and value creation through a
merger. The parties continue to evaluate and refine their analysis to
determine opportunities for synergies and to quantify them.
The signing of any legally binding agreement is subject to the agreement of
both parties with respect to all terms and conditions of any combination,
satisfactory results of due diligence and the approval of any definitive
agreement by Aroundtown's board of directors, as well as TLG's Management
Board and the Supervisory Board.
*About the Company*
Aroundtown SA (symbol: AT1), trading on the Prime Standard of the Frankfurt
Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German
commercial real estate company. Aroundtown invests in income generating
quality properties with value-add potential in central locations in top tier
European cities mainly in Germany/NL.
Aroundtown SA (ISIN: LU1673108939) is a public limited liability company
(société anonyme) established under the laws of the Grand Duchy of
Luxembourg, registered with the Luxembourg Trade and Companies Register
(Registre de Commerce et des Sociétés, Luxembourg) under number B217868,
having its registered office at 1, Avenue du Bois, L-1251 Luxembourg, Grand
Duchy of Luxembourg.
*Contact *
Timothy Wright
T: +352 285 7741
E: info@aroundtown.de
www.aroundtown.de
*DISCLAIMER *
THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO EXCHANGE OR PURCHASE
NOR THE SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE ANY SECURITIES.
MOREOVER, THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO BUY NOR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN AROUNDTOWN SA. AROUNDTON
SA HAS NOT YET MADE A DECISION ON ITS INTENTION TO MAKE ANY PUBLIC TAKEOVER
OFFER AND ANY TERMS OF SUCH INTENTION TO LAUNCH A PUBLIC TAKEOVER OFFER WILL
BE SUBJECT TO AN OFFER DOCUMENT TO BE APPROVED BY GERMAN FEDERAL FINANCIAL
SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR
FINANZDIENSTLEISTUNGSAUFSICHT). THE COMPANY MAY NOT MAKE A DECISION TO
INITIATE A PUBLIC TAKEOVER OFFER AT ALL.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
IN IN ANY OTHER JURISDICTION, WHERE TO DO SO WOULD BE A VIOLATION OF
APPLICABLE LAW. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES OF AROUNTOWN
SA IN THE UNITED STATES.
THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND
OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE
FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH
STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO
RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF AROUNDTOWN
SA. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF
FACTORS. IT IS POSSIBLE THAT AROUNTOWN SA WILL CHANGE ITS ASSUMPTIONS
REFLECTED IN THIS ANNOUNCEMENTS.
27-Oct-2019 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Aroundtown SA
1, Avenue du Bois
1251 Luxembourg
Luxemburg
Phone: +352 285 7741
E-mail: info@aroundtown.de
Internet: http://www.aroundtown.de
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
WKN: A2DW8Z, A1Z07A, A18V71, A180VY, A1839S, A1899S, A19LQR, A19QUX,
A19Q3W, A19VK9, A19Z76, A19U7Q
Indices: MDAX, STOXX Europe 600, FTSE EPRA/NAREIT, GPR 250
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Stuttgart; Dublin, Luxembourg
Stock Exchange, SIX
EQS News ID: 897685
End of Announcement DGAP News Service
897685 27-Oct-2019 CET/CEST
(END) Dow Jones Newswires
October 26, 2019 18:14 ET (22:14 GMT)
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