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PRESS RELEASE: Vonovia SE: Vonovia's mandatory -2-

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PRESS RELEASE: Vonovia SE: Vonovia's mandatory offer successful - Vonovia to hold 94% of the shares in Hembla after settlement



DGAP-News: Vonovia SE / Key word(s): Offer
Vonovia SE: Vonovia's mandatory offer successful - Vonovia to hold 94% of
the shares in Hembla after settlement (news with additional features)
2019-12-10 / 16:06
The issuer is solely responsible for the content of this announcement.

THE OFFER REFERRED TO IN THIS PRESS RELEASE IS NOT BEING MADE, WHETHER
DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG OR JAPAN OR IN ANY
OTHER JURISDICTION WHERE SUCH OFFER, ACCORDING TO LEGISLATION AND
REGULATIONS IN SUCH JURISDICTION, WOULD BE PROHIBITED BY APPLICABLE LAW. THE
OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM)
PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER JURISDICTIONS WHERE
TENDER OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER
MEASURES IN ADDITION TO THOSE REQUIRED PURSUANT TO SWEDISH LAW.

SHAREHOLDERS IN THE UNITED STATES SHOULD REFER TO THE SECTION TITLED
"IMPORTANT INFORMATION TO U.S. SHAREHOLDERS" AT THE END OF THIS PRESS
RELEASE.

*Vonovia's mandatory offer successful - Vonovia to hold 94% of the shares in
Hembla after settlement*

_Bochum/Stockholm, 10 December 2019 -_ Vonovia SE[1] ("*Vonovia*"), through
its indirectly wholly owned subsidiary HomeStar InvestCo AB[2]
("*HomeStar*"), on 7 November 2019 announced a mandatory cash offer (the
"*Offer*") to the shareholders in Hembla AB (publ) ("*Hembla*") to acquire
all outstanding B-shares in Hembla not already held by HomeStar[3] at a
price of SEK 215 per share. The initial acceptance period for the Offer
expired on 9 December 2019. There are no conditions for completion of the
Offer.

After the end of the initial acceptance period and upon settlement under the
Offer, HomeStar will hold in total 6,136,989 A-shares and 81,282,426
B-shares in Hembla, corresponding to approximately 95.3 percent of the total
voting rights and approximately 94.1 percent of the share capital in Hembla.

For those shareholders in Hembla who accepted the Offer during the initial
acceptance period, settlement will commence on 16 December 2019.

To provide an opportunity for the remaining shareholders in Hembla to accept
the Offer, Vonovia has decided to extend the acceptance period for the Offer
up to and including *8 January 2020 at 5 p.m. CET*. Vonovia will not extend
the acceptance period any further than that. For those shareholders who
accept the Offer during the extended acceptance period, settlement is
expected to commence on 15 January 2020. HomeStar may also acquire
additional shares in Hembla outside the Offer.

At the end of the initial acceptance period on 9 December 2019, the Offer
had been accepted by shareholders representing in total 24,746,662 B-shares
in Hembla, corresponding to approximately 21.1 percent of the total voting
rights and approximately 26.6 percent of the share capital in Hembla.
Further, since the announcement of the Offer, HomeStar has acquired
3,007,191 B-shares outside the Offer, corresponding to approximately 2.56
percent of the total voting rights and approximately 3.24 percent of the
share capital in Hembla.

In addition, HomeStar has acquired a total of 2,253,600 warrants from
employees in Hembla that were issued to such employees under Hembla's long
term incentive program 2017. As previously stated, the Offer did not include
such warrants and HomeStar has instead, in accordance with Nasdaq
Stockholm's Takeover Rules, acquired the warrants outside the Offer against
a cash consideration of SEK 64.24 per warrant, based on a Black & Scholes
valuation. Neither Vonovia nor HomeStar holds any other financial
instruments that give financial exposure equivalent to a holding of shares
in Hembla.

Since Vonovia will be holding more than 90 percent of the total number of
shares in Hembla, Vonovia will commence compulsory acquisition of the
remaining shares in Hembla and promote a delisting of Hembla's B-shares from
Nasdaq Stockholm.

For more information about the Offer, please see the offer document and the
supplement to the offer document which are available at:
https://en.vonoviav-h.de [1] and www.seb.se/prospectuses [2].

*About Vonovia*

Vonovia SE is Europe's leading private residential real estate company.
Vonovia currently owns around 395,600 residential units in all attractive
cities and regions in Germany, Austria and Sweden. It also manages around
78,350 apartments. Its portfolio is worth approximately EUR 47.8 billion. As
a modern service provider, Vonovia focuses on customer orientation and
tenant satisfaction. Offering tenants affordable, attractive and livable
homes is a prerequisite for the company's successful development.
Accordingly, Vonovia makes long-term investments in the maintenance,
modernization and senior-friendly conversion of its properties. The company
is also creating more and more new apartments by realizing infill
developments and adding to existing buildings.

The company, which is based in Bochum, has been listed on the stock exchange
since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed
on the international indices STOXX Europe 600, MSCI Germany, GPR 250 and
EPRA/NAREIT Europe. Vonovia has a workforce of more than 10,000 employees.

*Additional Information: *
Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange
ISIN: DE000A1ML7J1
WKN: A1ML7J
Common code: 094567408
Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Court,
HRB 16879
Business address of Vonovia SE: Universitaetsstrasse 133, 44803 Bochum,
Germany

_The information was submitted for publication on 10 December 2019 at 15:30
(CET)._

*Important Information*

This press release has been published in Swedish and English. In the event
of any discrepancy between the Swedish original version and the English
translation, the Swedish original version shall prevail.

The Offer, pursuant to the terms and conditions presented in the Offer
Document and this press release, is not being made to persons whose
participation in the Offer requires that additional offer document is
prepared or registration effected or that any other measures are taken in
addition to those required under Swedish laws and regulations.

This press release and any related Offer documentation are not being
distributed and must not be mailed or otherwise distributed or sent in or
into any country in which the distribution or offering would require any
such additional measures to be taken or would be in conflict with any law or
regulation in such country - any such action will not be permitted or
sanctioned by Vonovia or HomeStar. Any purported acceptance of the Offer
resulting directly or indirectly from a violation of these restrictions may
be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or
into, or by use of mail or any other means or instrumentality of interstate
or foreign commerce of, or any facilities of a national securities exchange
of, Australia, Canada, Hong Kong, Japan or any other jurisdiction where such
offer would be prohibited by applicable law or regulation (the "Restricted
Territories_"_ ). This includes, but is not limited to facsimile
transmission, e-mail, telex, telephone, the internet and other forms of
electronic transmission. The Offer cannot be accepted and shares may not be
tendered in the Offer by any such use, means, instrumentality or facility
of, or from within any of the Restricted Territories or by persons located
or resident in those jurisdictions. Accordingly, this press release and any
related Offer documentation are not being and should not be mailed or
otherwise transmitted, distributed, forwarded or sent in or into the
Restricted Territories or to any person from or located or resident in the
Restricted Territories.

Any purported tender of shares in an Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported
tender of shares made by a person located in the Restricted Territories or
any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the Restricted
Territories will be invalid and will not be accepted. Each holder of shares
participating in the Offer will represent that it is not from any of the
Restricted Territories and is not located or resident in any of the
Restricted Territories and is not participating in such Offer from any of
the Restricted Territories or that it is acting on a non-discretionary basis
for a principal that is not from any of the Restricted Territories, that is
located outside the Restricted Territories and that is not giving an order
to participate in the Offer from those jurisdictions. HomeStar will not
deliver any consideration from the Offer into the Restricted Territories.

Shareholders of Hembla should read the offer document and the supplement
relating to the Offer carefully, since they contain important information
about the Offer.

_Important information to U.S. shareholders_
The Offer described in this announcement is made for the shares in Hembla, a
Swedish limited liability company. The Offer is made in the United States
pursuant to an exemption from certain U.S. tender offer rules provided by
Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended
(the "*U.S. Exchange Act*"), in compliance with Section 14(e) of the U.S.
Exchange Act and otherwise in accordance with the requirements of Swedish
law. Accordingly, the Offer is subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, the offer
timetable, settlement procedures and timing of payments that are different
from those applicable under U.S. domestic tender offer procedures and laws.

It may be difficult for U.S. shareholders to enforce their rights and any
claim arising out of the U.S. federal securities laws, since Vonovia,
HomeStar and Hembla are located in a non-U.S. jurisdiction, and some or all

(MORE TO FOLLOW) Dow Jones Newswires

December 10, 2019 10:06 ET ( 15:06 GMT)


of their officers and directors may be residents of a non-U.S. jurisdiction.
U.S. shareholders may not be able to sue a non-U.S. company or its officers
or directors in a non-U.S. court for violations of the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgement.

The receipt of cash pursuant to the Offer by shareholders who are U.S.
taxpayers may be a taxable transaction for U.S. federal income tax purposes
and under applicable U.S. state and local, as well as foreign and other tax
laws. Each shareholder is urged to consult his or her independent
professional adviser regarding the tax consequences of the Offer.

In accordance with normal Swedish practice and pursuant to Rule 14e-5(b) of
the U.S. Exchange Act, Vonovia, HomeStar and its affiliates or brokers
(acting as agents for Vonovia and HomeStar or its affiliates, as applicable)
may from time to time, and other than pursuant to the Offer, directly or
indirectly purchase, or arrange to purchase outside the United States,
shares in Hembla that are the subject of the Offer or any securities that
are convertible into, exchangeable for or exercisable for such shares before
or during the period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent information about
such purchases or arrangements to purchase is made public in Sweden, such
information will be disclosed to U.S. shareholders in Hembla. In addition,
the financial advisors to Vonovia and HomeStar, may also engage in ordinary
course trading activities in securities of Hembla, which may include
purchases or arrangements to purchase such securities.

For purposes of this section "United States" and "U.S." means the United
States of America (its territories and possessions, all states of the Unites
States of America and the District of Columbia).

*Forward-looking statements*
To the extent this press release contains forward-looking statements, such
statements do not represent facts and are characterized by the words "will",
"expect", "believe", "estimate", "intend", "aim", "assume" or similar
expressions. Such statements express the intentions, opinions or current
expectations and assumptions of Vonovia and HomeStar, for example with
regard to the potential consequences of the transaction or the Offer for
Hembla, for those shareholders of Hembla who choose not to accept the Offer
or for future financial results of Hembla. Such forward-looking statements
are based on current plans, estimates and forecasts which Vonovia and
HomeStar has made to the best of their knowledge, but which do not claim to
be correct in the future. Forward-looking statements are subject to risks
and uncertainties that are difficult to predict and usually cannot be
influenced by Vonovia or HomeStar. It should be kept in mind that the actual
events or consequences may differ materially from those contained in or
expressed by such forward-looking statements.
[1] Registered with the commercial register (Ger. Handelsregister) of the
local court (Ger. Amtsgericht) of Bochum, Germany, with registration number
HRB 16879.

[2] A private limited liability company with registered office in Stockholm,
registration number 559152-5372.

[3] As per 7 November 2019 (the day of the Offer), HomeStar held a total of
6,136,989 A-shares and 53,528,573 B-shares in Hembla.

Additional features:

Document: http://n.eqs.com/c/fncls.ssp?u=UFUUPAUYGY [3]
Document title: Mandatory offer successful

2019-12-10 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Vonovia SE
Universitätsstraße 133
44803 Bochum
Germany
Phone: +49 234 314 1609
Fax: +49 234 314 2995
E-mail: investorrelations@vonovia.de
Internet: www.vonovia.de
ISIN: DE000A1ML7J1
WKN: A1ML7J
Indices: DAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
EQS News ID: 932887

End of News DGAP News Service

932887 2019-12-10


1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=99a1a58d1aced401c5cb5082eddf92f7&application_id=932887&site_id=vwd&application_name=news
2: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=45b742c5813726fff4627e099b289eee&application_id=932887&site_id=vwd&application_name=news
3: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=27c30294cd23517f7240b3682ed59045&application_id=932887&site_id=vwd&application_name=news


(END) Dow Jones Newswires

December 10, 2019 10:06 ET ( 15:06 GMT)
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