Ad-Hoc Announcement

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

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

 

 

 

 

 

 

 

 

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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