TAG Immobilien AG announces voluntary bid to take over all shares in

TAG Immobilien AG  / Key word(s): Offer

15.11.2010 08:30

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

TAG Immobilien AG announces voluntary bid to take over all shares in
Colonia Real Estate AG, to be financed with a capital increase and the
issuance of a convertible bond

The Management Board of TAG Immobilien AG, Hamburg ('TAG' in the following)
today resolved, with the approval of the supervisory board, to extend a
voluntary public takeover offer to the shareholders of Colonia Real Estate
AG, Cologne, as defined in § 10 Abs. 1 i. V. m. §§ 29, 34 WpÜG. The object
of the offer are the bearer shares in Colonia Real Estate AG ('CRE' in the
following), which are traded as ISIN: DE0006338007 on the Regulated Markets
of the Frankfurt Stock Exchange (Prime Standard). In return for a share
transfer, TAG is offering CRE shareholders a purchase price of EUR 5.55 per
share. This offer represents a premium of 30 percent per CRE share,
calculated based on the average weighted market price of the share over
three months (XETRA closing price) in XETRA trading on the Frankfurt Stock
Exchange, according to Bloomberg and before the takeover intention was made
public. TAG Immobilien AG today published its decision to tender a
voluntary takeover bid in a separate announcement in accordance with WpÜG,
in parallel to this announcement.

To finance this takeover, the Management Board has, with the approval of
the supervisory board, resolved a capital increase from authorised capital
in the amount of up to approx. 11.6 million new shares. The new shares will
be offered exclusively to the shareholders in a non public offer. There
will be no public trading in subscription rights to these shares, and no
securities prospectus will be drawn up for the share offer. Fractional
amounts are excluded from the subscription rights. At the latest four days
before the subscription period ends, the new shares are scheduled to be
offered to institutional investors in an international private placement
procedure and placed by means of an accelerated bookbuilding procedure to
be managed by the Joint Lead Managers named below, pending the
shareholders' exercise of their subscription rights. The final subscription
price and subscription ratio will be determined during the course of this
procedure, close to the market, and published at the latest three days
before the end of the subscription period. The new shares will be admitted
to trading on the
regulated (Prime Standard) market of the Frankfurt Stock Exchange and will
qualify for dividends as from 1/01/2010. For listing purposes, the company
will publish, in advance, a prospectus approved by the Federal Financial
Supervisory Authority (BaFin).

Also with the approval of the supervisory board, and based on the Annual
General Meeting's (authorisation) resolution of 25 June 2010, the
Management Board today resolved to issue a convertible bond in the amount
of up to EUR 70 million.

The conversion rights refer to bearer shares that will be made available
based on the contingent capital authorised by the TAG Annual General
Meeting on 25 June 2010. The convertible bonds will be offered exclusively
to TAG shareholders in a non-public offer. There will be no public trading
in subscription rights, and fractional amounts are excluded from the
subscription rights. The bonds will be traded over the counter on the
Frankfurt Stock Exchange. Bonds not subscribed under the terms of the offer
will be offered to institutional investors by means of an international
private issue.  The bonds will be placed by means of a bookbuilding
procedure to be managed by the Joint Lead Managers named below, pending the
shareholders' exercise of their subscription rights. The final conditions
will be determined during the course of this procedure, in particular the
interest rate, conversion price and issue price.

The subscription offers for the capital increase and the convertible bonds,
which should be referred to for further details, are scheduled for
publication in November 2010. The offer periods will be two weeks in each
case.

The funds expected from these measures will serve to finance the offer to
take over the CRE shares. TAG aims to expand its current strategic stake of
over 21.4 percent in CRE in order to exploit synergies by merging the
companies overlapping businesses in residential real estate and asset
managements. It is planned to publish the takeover offer in mid-December
2010 on the basis of a BaFin-approved offer document, after the
above-mentioned capital measures have been concluded.

TAG will issue a separate press statement today. The press statement and
the later offer document for the takeover bid will be published online at
www.tag-ag.com.

Kempen & Co. N.V., Amsterdam, as Sole Global Coordinator together with
Close Brothers Seydler Bank AG, Frankfurt am Main will serve as joint lead
managers and joint book runners  of the capital increase and the
convertible bond issue.

Disclaimer/ Important advisory

This document was prepared by TAG Immobilien AG (the 'Company') solely for
information purposes. This document is to be treated as confidential and
may neither be copied nor forwarded to any other person or published in any
other way, in whole or in part.

The Company does not guarantee the accuracy of the information contained in
this document, in particular due to possible incompleteness, summary
presentations, and the possibility that it does not all contain all key
information about the Company. The Company has relied on publicly available
information on CRE without independent verification. The Company accepts no
responsibility or liability for any costs, losses or damages incurred
through or in connection with the use of this document or excerpts thereof.

This document is not an offer document or prospectus as defined by the
2003/71/EC Directive ('Prospectus Directive'). This document is neither an
offer to sell shares or other securities in the Company, nor an invitation
to tender offers to buy shares or other securities in the Company.
Furthermore, this document and/or its content do not constitute the basis
for a contract or any other sort of obligation and shall not be regarded as
inducement or basis of such an obligation. The forward-looking statements
contained in this document are current estimations and expectations by the
Company according to the best of its knowledge and judgment. The occurrence
or non-occurrence of an uncertain event can result in the actual results
including the Company's assets, financial and earnings position varying
substantially or turning out to be more negative than those explicitly or
implicitly assumed or described in these statements.

United States of America

This document is not intended for persons in the United States. It may not
be sent to the United States by mail or in any other way, and shares and
other securities issued by TAG Immobilien AG may not be sold to persons in
the United States.

This document is neither an offer to sell nor an invitation to tender
offers to buy or subscribe to securities in the United States. The shares
and other securities issued by TAG Immobilien AG are not and will not be
registered in accordance with the provisions of the United States
Securities Act of 1933 (in its latest version) or in accordance with the
securities laws of individual states of the US. The shares and other
securities issued by TAG Immobilien AG may not be offered or sold in the
United States, nor may they be delivered there by direct or indirect means.
The forward-looking statements contained in this document are current
estimations and expectations by the Company according to the best of its
knowledge and judgment. The occurrence or non-occurrence of an uncertain
event can result in the actual results including the Company's assets,
financial and earnings position varying substantially or turning out to be
more negative than those explicitly or implicitly assumed or described in
these statements.

Canada, Australia and Japan

This document is not intended for persons in Canada, Australia or Japan. It
may not be sent to Canada, Australia or Japan by mail or in any other way,
and shares and other securities issued by TAG Immobilien AG may not be sold
to persons in these countries.


Kontakt:
TAG Immobilien AG
Investor und Public Relations 
Britta Lackenbauer / Dominique Mann
Tel. +49 (0) 40 380 32 -386 / -305
Fax +49 (0) 40 380 32 390
ir@tag-ag.com








15.11.2010 DGAP's Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------------
 
Language:     English
Company:      TAG Immobilien AG
              Steckelhörn 5
              20457 Hamburg
              Deutschland
Phone:        040 380 32 300
Fax:          040 380 32 390
E-mail:       ir@tag-ag.com
Internet:     www.tag-ag.com
ISIN:         DE0008303504
WKN:          830350
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard), München;
              Freiverkehr in Hamburg, Düsseldorf, Berlin, Hannover,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
---------------------------------------------------------------------------