Announcement

TAG Immobilien AG will announce takeover offer to all Colonia Real Estate AG shareholders

TAG Immobilien AG will announce takeover offer to all Colonia Real Estate AG shareholders - TAG will

TAG Immobilien AG will announce takeover offer to all Colonia Real Estate AG shareholders

TAG Immobilien AG  / Key word(s): Offer

15.11.2010 09:15
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TAG Immobilien AG will announce takeover offer to all Colonia Real Estate
AG shareholders

  - TAG will offer CRE shareholders EUR 5.55 per share - 30-percent premium


  - Bid to strengthen market position, bundle competencies and exploit
    synergies

Hamburg (15 November 2010) - The Management Board of TAG Immobilien AG
('TAG' in the following) today decided to announce a voluntary public offer
to the shareholders of Colonia Real Estate AG, Cologne,  ('CRE' in the
following) to take over their shares, which are traded on the Regulated
Markets of the Frankfurt Stock Exchange (WKN 633800). In return for a share
transfer, TAG will offer CRE shareholders a purchase price of EUR 5.55  per
share, which represents a 30-percent premium on the average price of the
CRE share over the past three months.

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 new shares, and the issuance of a
convertible bond of up to approx. EUR 70 million with a maturity of five
years. The convertible bond will be backed by 9 million shares from the
contingent capital. The shareholders will each be granted subscription
rights to the shares and the convertible bonds.

In line with its growth strategy, by taking this step TAG is further
expanding its strategic stake in CRE of currently over 20 percent; in any
case this stake will rise to just over 25 percent shortly after the capital
increase through contribution in kind, which as authorised on 14 Oct 2010,
becomes final. There is a great deal of overlap between the businesses of
the two companies: both concentrate on the German residential real-estate
market and on Asset and Property Management. Their properties are located
in metropolitan regions of Germany, with a focus on Berlin, Hamburg /
northern Germany and North Rhine-Westphalia. A combination  would create a
company of a size that makes it very interesting for the German real estate
market; its Assets under Management would have a real-estate volume of over
EUR 4.3 billion, or over 26,000 units. The CRE takeover would allow for a
bundling of competencies under a shared roof while allowing the companies
to jointly exploit synergies and strengthen their market position and
competitiveness. TAG expects a significant increase in NAV (Net Asset
Value) once CRE is successfully consolidated.

TAG is also taking this step with a view to optimise structures and
potential cost savings. Opportunities exist here in connection with the
cost of managing the properties as well as with administrative costs. Over
the past 15 months, TAG has made significant progress in reducing vacancy.
Vacancy across the Group was reduced from 9.8 percent in June 2009 to 5.4
percent in September 2010. The effects are shown not only in improved net
rental income, but also on the costs side: a drop in vacancy-related costs
and upgrades / appreciation in property values.

Rolf Elgeti, CEO of TAG Immobilien AG, says: 'By merging with Colonia we
hope to be able to reduce vacancy and lower costs at Colonia as well and
thereby increase the value of the properties. In addition there are
opportunities for supporting the company in financing the convertible bonds
that come due next year. But the prime motivation for us and for our
shareholders in merging with Colonia is the long-term increase in
shareholder value and the exploitation of potential for a sustained
increase in value. The potential increase in the NAV shows that we are on
the right track here. We also want our business success to pay off for our
shareholders, so we are planning to pay out a dividend in the medium term,
after the consolidation of Colonia has been accomplished.'

The offer von EUR 5.55 per CRE share is above CRE's average share price of
EUR 4.28 over the past three months, and thus represents a 30 percent
premium. Compared to the current price of the CRE share, it represents a
EUR 0.43. The Management Board expects that these terms represent an
attractive offer to the shareholders. The offer document will be published
pending approval by BaFin, which is expected in December 2010. As things
stand now, the offer period will be five weeks and will end in January
2011.

The subscription offers for the capital increase and the convertible bonds,
which should be referred to for further details, is scheduled to be
published in November. The offer periods will be two weeks in each case.
There are no plans for trading in subscription rights, neither for the
capital increase nor for the convertible bonds. Shares and bonds that are
not subscribed under the terms of the offer will be offered to
institutional investors by means of an international private issue.

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. 
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 and 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
 
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