DGAP-News: Adler Real Estate AG

DGAP-News: Adler Real Estate AG: ADLER to swap Conwert stake for Vonovia shares

DGAP-News: ADLER Real Estate AG / Key word(s): Miscellaneous ADLER Real Estate AG: ADLER to swap Conwert stake for Vonovia shares

05.09.2016 / 08:47 The issuer is solely responsible for the content of this announcement.

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Corporate News

ADLER to swap Conwert stake for Vonovia shares

Hamburg, 5 September 2016 - With the consent of the supervisory board, the management board of ADLER Real Estate AG ("ADLER") has decided to tender all its Conwert shares, held through its wholly-owned subsidiary MountainPeak Trading Ltd., into the tender offer to the shareholders of conwert Immobilien Invest SE ("Conwert") as announced today by Vonovia SE ("Vonovia"). ADLER will tender its entire existing Conwert stake of 21.2 million shares plus 5 to 6 million Conwert shares to be acquired following merger control clearance under an exercised call option in exchange for Vonovia shares.

ADLER and MountainPeak have entered into a tender commitment agreement pursuant to which ADLER and MountainPeak have irrevocably committed to accept the tender offer by Vonovia and to elect the share consideration. Taking into account the Conwert shares to be acquired under the option, the Conwert shares to be tendered by ADLER represents at least 26.1% and up to 27.1% of the fully diluted Conwert share capital (excluding treasury shares held by Conwert).

Under the offer, ADLER will receive 74 Vonovia shares in exchange for each 149 Conwert shares representing a share offer price of EUR17.58 per share based on the closing price of Vonovia shares on 2 September 2016. This implies a premium of 23.8% to the volume-weighted average Conwert share price of the past six months prior to the announcement of the tender offer, a premium of 8.9% to the closing price of Conwert shares on 2 September 2016 and a premium of 12.3% to the Conwert EPRA NAV of EUR 15.65 at 30 June 2016 (adjusted for EUR0.35 dividend and dilution from full conversion of convertible bonds from Conwert).

Based on the economic consideration for the 26.2 million Conwert shares held via MountainPeak Trading Ltd., the trade will generate a net profit of c. EUR3.86 per share or c. EUR101m in the aggregate. The book gain will be c. EUR1.30 per Conwert share or c. EUR34m in the aggregate.

"Through this trade, ADLER receives an attractive premium to Conwert's EPRA NAV. In return we will receive a considerable stake in Germany's largest and most liquid residential real estate company. Once again we have demonstrated our ability to create significant value for our shareholders." said Arndt Krienen, Chief Executive Officer of ADLER.

Dr. Dirk Hoffmann confirmed that he will resign from the administrative board of Conwert immediately after the successful closing of the tender offer. UBS and another institution acted as joint financial advisors to ADLER on the transaction.

For inquiries please contact:

Dr. Rolf-Dieter Grass (Director) Alrike Allameh ADLER Real Estate AG Gänsemarkt 50 / 5. OG 20354 Hamburg Telefon +49 (0)40 29 81 30-0 Telefax +49 (0)40 29 81 30-99 E-Mail info@ADLER-ag.com

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05.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Language: English Company: ADLER Real Estate AG Herriotstr. 5 60528 Frankfurt am Main Germany Phone: +49 (0)40 - 29 8130-0 Fax: +49 (0)40 - 29 8130-99 E-mail: info@adler-ag.com Internet: www.adler-ag.com ISIN: DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02 WKN: 500800, A14J3Z, A1R1A4, A11QF0 Indices: SDAX, GPR General Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service ---------------------------------------------------------------------------

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