TAG Immobilien AG will announce takeover offer to all Colonia Real Estate AG shareholders
TAG Immobilien AG / Key word(s): Offer15.11.2010 09:15---------------------------------------------------------------------------TAG Immobilien AG will announce takeover offer to all Colonia Real EstateAG shareholders - TAG will offer CRE shareholders EUR 5.55 per share - 30-percent premium - Bid to strengthen market position, bundle competencies and exploit synergiesHamburg (15 November 2010) - The Management Board of TAG Immobilien AG('TAG' in the following) today decided to announce a voluntary public offerto the shareholders of Colonia Real Estate AG, Cologne, ('CRE' in thefollowing) to take over their shares, which are traded on the RegulatedMarkets of the Frankfurt Stock Exchange (WKN 633800). In return for a sharetransfer, TAG will offer CRE shareholders a purchase price of EUR 5.55 pershare, which represents a 30-percent premium on the average price of theCRE share over the past three months.To finance this takeover, the Management Board has, with the approval ofthe supervisory board, resolved a capital increase from authorised capitalin the amount of up to approx. 11,6 new shares, and the issuance of aconvertible bond of up to approx. EUR 70 million with a maturity of fiveyears. The convertible bond will be backed by 9 million shares from thecontingent capital. The shareholders will each be granted subscriptionrights to the shares and the convertible bonds.In line with its growth strategy, by taking this step TAG is furtherexpanding its strategic stake in CRE of currently over 20 percent; in anycase this stake will rise to just over 25 percent shortly after the capitalincrease through contribution in kind, which as authorised on 14 Oct 2010,becomes final. There is a great deal of overlap between the businesses ofthe two companies: both concentrate on the German residential real-estatemarket and on Asset and Property Management. Their properties are locatedin metropolitan regions of Germany, with a focus on Berlin, Hamburg /northern Germany and North Rhine-Westphalia. A combination would create acompany of a size that makes it very interesting for the German real estatemarket; its Assets under Management would have a real-estate volume of overEUR 4.3 billion, or over 26,000 units. The CRE takeover would allow for abundling of competencies under a shared roof while allowing the companiesto jointly exploit synergies and strengthen their market position andcompetitiveness. TAG expects a significant increase in NAV (Net AssetValue) once CRE is successfully consolidated.TAG is also taking this step with a view to optimise structures andpotential cost savings. Opportunities exist here in connection with thecost of managing the properties as well as with administrative costs. Overthe 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 5.4percent in September 2010. The effects are shown not only in improved netrental income, but also on the costs side: a drop in vacancy-related costsand upgrades / appreciation in property values.Rolf Elgeti, CEO of TAG Immobilien AG, says: 'By merging with Colonia wehope to be able to reduce vacancy and lower costs at Colonia as well andthereby increase the value of the properties. In addition there areopportunities for supporting the company in financing the convertible bondsthat come due next year. But the prime motivation for us and for ourshareholders in merging with Colonia is the long-term increase inshareholder value and the exploitation of potential for a sustainedincrease in value. The potential increase in the NAV shows that we are onthe right track here. We also want our business success to pay off for ourshareholders, 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 ofEUR 4.28 over the past three months, and thus represents a 30 percentpremium. Compared to the current price of the CRE share, it represents aEUR 0.43. The Management Board expects that these terms represent anattractive offer to the shareholders. The offer document will be publishedpending approval by BaFin, which is expected in December 2010. As thingsstand now, the offer period will be five weeks and will end in January2011.The subscription offers for the capital increase and the convertible bonds,which should be referred to for further details, is scheduled to bepublished in November. The offer periods will be two weeks in each case.There are no plans for trading in subscription rights, neither for thecapital increase nor for the convertible bonds. Shares and bonds that arenot subscribed under the terms of the offer will be offered toinstitutional investors by means of an international private issue.Kempen & Co. N.V., Amsterdam, as Sole Global Coordinator together withClose Brothers Seydler Bank AG, Frankfurt am Main will serve as joint leadmanagers and joint book runners of the capital increase and theconvertible bond issue.Disclaimer/ Important advisoryThis document was prepared by TAG Immobilien AG (the 'Company') solely forinformation purposes. The Company does not guarantee the accuracy of the information contained inthis document, in particular due to possible incompleteness, summarypresentations, and the possibility that it does not all contain all keyinformation about the Company. The Company has relied on publicly availableinformation on CRE without independent verification. The Company accepts noresponsibility or liability for any costs, losses or damages incurredthrough or in connection with the use of this document or excerpts thereof.This document is not an offer document or prospectus as defined by the2003/71/EC Directive ('Prospectus Directive'). This document is neither anoffer to sell shares or other securities in the Company, nor an invitationto tender offers to buy shares or other securities in the Company.Furthermore, this document and/or its content do not constitute the basisfor a contract or any other sort of obligation and shall not be regarded asinducement or basis of such an obligation. The forward-looking statementscontained in this document are current estimations and expectations by theCompany according to the best of its knowledge and judgment. The occurrenceor non-occurrence of an uncertain event can result in the actual resultsincluding the Company's assets, financial and earnings position varyingsubstantially or turning out to be more negative than those explicitly orimplicitly assumed or described in these statements.United States of AmericaThis document is not intended for persons in the United States. It may notbe sent to the United States by mail or in any other way, and shares andother securities issued by TAG Immobilien AG may not be sold to persons inthe United States.This document is neither an offer to sell nor an invitation to tenderoffers to buy or subscribe to securities in the United States. The sharesand other securities issued by TAG Immobilien AG are not and will not beregistered in accordance with the provisions of the United StatesSecurities Act of 1933 (in its latest version) or in accordance with thesecurities laws of individual states of the US. The shares and othersecurities issued by TAG Immobilien AG may not be offered or sold in theUnited States, nor may they be delivered there by direct or indirect means.The forward-looking statements contained in this document are currentestimations and expectations by the Company according to the best of itsknowledge and judgment. The occurrence or non-occurrence of an uncertainevent can result in the actual results including the Company's assets,financial and earnings position varying substantially or turning out to bemore negative than those explicitly or implicitly assumed or described inthese statements.Canada, Australia and JapanThis document is not intended for persons in Canada, Australia or Japan. Itmay 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 soldto persons in these countries.Kontakt:TAG Immobilien AGInvestor and Public Relations Britta Lackenbauer / Dominique MannTel. +49 (0) 40 380 32 -386 / -305Fax +49 (0) 40 380 32 390ir@tag-ag.com15.11.2010 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.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: EnglishCompany: TAG Immobilien AG Steckelhörn 5 20457 Hamburg DeutschlandPhone: 040 380 32 300Fax: 040 380 32 390E-mail: ir@tag-ag.comInternet: www.tag-ag.comISIN: DE0008303504WKN: 830350Indices: SDAXListed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Hamburg, Düsseldorf, Berlin, Hannover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
