Merger: Expiration of Initial Acceptance Period - TLG Shareholders Accept Exchange Offer for Majority of Shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Merger: Expiration of Initial Acceptance Period - TLG Shareholders Accept Exchange Offer for Majority of Shares

- 59.37% of TLG shares tendered into Exchange Offer by Aroundtown by end of initial acceptance period on January 21, 2020

- Additional acceptance period to end on February 7, 2020 (midnight CET) for shareholders who have not yet accepted the offer

- Any increase of the acceptance rate will likely lead to more expeditious realization of synergies

Berlin, 24 January 2020 - Today, Aroundtown announced that at the end of the initial acceptance period on 21 January, 2020, shareholders of TLG IMMOBILIEN AG ("TLG") had tendered a total of 66,537,413 TLG shares into the exchange offer by Aroundtown SA ("Aroundtown"), thereby endorsing the merger as a friendly and agreed share-for-share business combination of the two companies. Any increase in the acceptance rate within the additional acceptance period will likely lead to a more expeditious realization of the expected synergies.

The current acceptance rate corresponds to 59.37% of TLG's total share capital and voting rights. Aroundtown is party to an irrevocable undertaking agreement with Ouram Holding S.à r.l. relating to an additional 10.41% of TLG's share capital. TLG Shareholders who have not yet accepted the exchange offer continue to have the opportunity to tender their TLG shares during the additional acceptance period that will run from 25 January 2020 through 7 February 2020, at 24:00 hours (midnight) (CET). The final number of tendered TLG shares will be announced by Aroundtown after the expiration of the additional acceptance period.

The exchange offer is no longer subject to any closing conditions since all conditions were satisfied at the time of expiration of the initial acceptance period.

TLG's Management Board and Supervisory Board welcome the significant acceptance of the exchange offer as it confirms their conviction that the combination with Aroundtown entails tremendous potential for value creation for TLG shareholders. By tendering their shares into the exchange offer during the additional acceptance period, TLG shareholders still have an opportunity to share into the upside of the business combination.

In a joint reasoned statement released on 23 December 2019 pursuant to Section 27 para. 1 of the German Securities Acquisition and Takeover Act ("WpÜG"), the management and supervisory boards of TLG concluded that Aroundtown's offer of 3.6 Aroundtown shares per TLG share represents a fair consideration and recommended TLG shareholders to accept the voluntary public exchange offer from Aroundtown.

Goldman Sachs, Kempen and UBS are acting as financial advisers and Sullivan & Cromwell is acting as legal adviser to TLG.

TLG's communications in relation to the offer are published in German and as non-binding English translations at https://ir.tlg.eu/websites/tlg/English/3499/merger-with-aroundtown.html.

 

CONTACT

Christoph Wilhelm Corporate Communications Phone: +49 30 2470 6355 E-mail: christoph.wilhelm@tlg.de

Oliver Sturhahn Investor Relations Phone: +49 30 2470 6089 E-mail: oliver.sturhahn@tlg.de

 

IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE SHARES. MOREOVER, THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO PURCHASE AROUNDTOWN OR TLG SHARES. THE FINAL TERMS AND FURTHER PROVISIONS REGARDING THE EXCHANGE OFFER (THE "OFFER") ARE IN THE OFFER DOCUMENT, THE PUBLICATION OF WHICH HAS BEEN APPROVED BY THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT). THE FINAL TERMS AND CONDITIONS OF THE OFFER ARE SET FORTH IN THE FULL OFFER DOCUMENT AND MAY, TO THE EXTENT LEGALLY PERMISSIBLE, DEVIATE FROM THE CONDITIONS AND OTHER KEY PARAMETERS DESCRIBED HEREIN. INVESTORS AND HOLDERS OF TLG SHARES ARE STRONGLY RECOMMENDED TO READ THE OFFER DOCUMENT AND ALL OTHER DOCUMENTS IN CONNECTION WITH THE OFFER, AS THEY CONTAIN IMPORTANT INFORMATION.

TLG SHAREHOLDERS RESIDENT IN THE UNITED STATES OF AMERICA ("UNITED STATES") SHOULD NOTE THAT THE OFFER IS BEING MADE IN RESPECT OF SECURITIES OF A COMPANY WHICH IS A FOREIGN PRIVATE ISSUER AS DEFINED BY RULE 3B-4 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND THE SHARES OF WHICH ARE NOT REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT. THE OFFER IS BEING MADE WITH RESPECT TO UNITED STATES HOLDERS OF TLG SHARES IN RELIANCE ON EXEMPTION AVAILABLE FOR CROSS-BORDER TENDER OFFERS. THESE EXEMPTIONS PERMIT A BIDDER TO SATISFY CERTAIN UNITED STATES SUBSTANTIVE AND PROCEDURAL EXCHANGE ACT RULES GOVERNING TENDER OFFERS BY COMPLYING WITH HOME JURISDICTION LAW OR PRACTICE AND EXEMPTS THE BIDDER FROM COMPLIANCE WITH CERTAIN OTHER SUCH RULES. AS A RESULT, THE OFFER IS PRINCIPALLY GOVERNED BY DISCLOSURE AND OTHER REGULATIONS AND PROCEDURES OF THE FEDERAL REPUBLIC OF GERMANY, WHICH ARE DIFFERENT FROM THOSE OF THE UNITED STATES, INCLUDING WITH RESPECT TO WITHDRAWAL RIGHTS, OFFER TIMETABLE AND SETTLEMENT PROCEDURES. TO THE EXTENT THAT THE OFFER IS SUBJECT TO THE US SECURITIES LAWS, SUCH LAWS ONLY APPLY WITH RESPECT TO TLG SHAREHOLDERS IN THE UNITED STATES AND NO OTHER PERSON HAS ANY CLAIMS UNDER SUCH LAWS.

SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY ANY COMPETENT REGULATORY AUTHORITY, A TAKEOVER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

IN PARTICULAR, THE AROUNDTOWN SHARES THAT ARE INTENDED TO BE TRANSFERRED TO TLG SHAREHOLDERS AS CONSIDERATION (THE "OFFER SHARES") HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE, DISTRICT OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. THE OFFER SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, TO TLG SHAREHOLDERS LOCATED IN THE UNITED STATES OF AMERICA (THE "U.S. SHAREHOLDERS"), OR TO AGENTS, NOMINEES, TRUSTEES, CUSTODIANS OR OTHER PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. SHAREHOLDERS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW OR REGULATION, AND IN ACCORDANCE WITH GERMAN MARKET PRACTICE, AROUNDTOWN OR ITS BROKERS MAY PURCHASE, OR CONCLUDE AGREEMENTS TO PURCHASE, TLG SHARES, DIRECTLY OR INDIRECTLY, OUTSIDE THE OFFER, BEFORE, DURING OR AFTER THE PERIOD IN WHICH THE OFFER REMAINS OPEN FOR ACCEPTANCE. THIS APPLIES TO OTHER SECURITIES THAT ARE DIRECTLY CONVERTIBLE INTO, EXCHANGEABLE FOR, OR EXERCISABLE FOR TLG SHARES. THESE PURCHASES MAY BE COMPLETED VIA THE STOCK EXCHANGE AT MARKET PRICES OR OUTSIDE THE STOCK EXCHANGE AT NEGOTIATED CONDITIONS. ANY INFORMATION ON SUCH PURCHASES WILL BE DISCLOSED AS REQUIRED BY LAW OR REGULATION IN GERMANY OR ANY OTHER RELEVANT JURISDICTION AND WILL ALSO BE PUBLISHED IN THE FORM OF AN UNOFFICIAL ENGLISH TRANSLATION ON THE INTERNET WEBSITE OF AROUNDTOWN. TO THE EXTENT INFORMATION ABOUT SUCH PURCHASES OR ARRANGEMENTS TO PURCHASE IS MADE PUBLIC IN GERMANY, SUCH INFORMATION ALSO WILL BE DEEMED TO BE PUBLICLY DISCLOSED IN THE UNITED STATES.

TO THE EXTENT THAT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN 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 TLG AND THE PERSONS ACTING IN CONJUNCTION WITH TLG, FOR EXAMPLE WITH REGARD TO THE POTENTIAL CONSEQUENCES OF THE OFFER FOR TLG, FOR THOSE SHAREHOLDERS OF TLG WHO CHOOSE NOT TO ACCEPT THE OFFER OR FOR FUTURE FINANCIAL RESULTS OF TLG. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS WHICH TLG AND THE PERSONS ACTING IN CONJUNCTION WITH TLG HAVE 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 TLG OR THE PERSONS ACTING IN CONJUNCTION WITH TLG. 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.

ABOUT TLG IMMOBILIEN AG

For over 25 years, the listed company TLG IMMOBILIEN AG has owned and rented out commercial properties in selected promising locations in Germany. The company continuously develops its portfolio and actively generates value through strategic investments and selected property acquisitions. As at 30 September 2019, its portfolio contains properties worth EUR 4.6 bn. As at the same reporting date, the adjusted EPRA Net Asset Value per share amounted to EUR 30.25. The portfolio comprises office properties in cities including Berlin, Dresden, Frankfurt/Main, Leipzig and Rostock. It also contains a regionally diversified portfolio of retail properties, primarily in the neighbourhood shopping segment, in promising micro-locations as well as seven hotels in top central locations. The properties of TLG IMMOBILIEN AG stand out not only due to their excellent locations but also because of their long-term rental or lease agreements. Its highly qualified employees guarantee extensive local market expertise at its individual locations.

This publication contains forward-looking statements based on current views and assumptions of TLG IMMOBILIEN AG's management and made to the best of knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause TLG IMMOBILIEN AG's revenues, profitability or the degree to which it performs or achieves its targets, to materially deviate from what is explicitly or implicitly stated or described in this publication. Therefore, persons who obtain possession of this publication should not rely on such forward-looking statements. TLG IMMOBILIEN AG accepts no guarantee or responsibility regarding such forward-looking statements and will not adjust them to future results or developments.