DGAP-Adhoc: Exchange offer and capital increase in connection with the announced public takeover offer by Deutsche Wohnen AG for all outstanding shares in GSW Immobilien AG

Deutsche Wohnen AG / Key word(s): Offer

20.08.2013 07:47

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

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

Exchange offer and capital increase in connection with the announced public
takeover offer by Deutsche Wohnen AG for all outstanding shares in GSW
Immobilien AG

Frankfurt (Main) / Berlin, 20 August 2013. The management board and the
supervisory board of Deutsche Wohnen AG have decided today to extend a
voluntary public takeover offer to the shareholders of GSW Immobilien AG
relating to their no-par value bearer shares in GSW Immobilien AG. Deutsche
Wohnen AG plans to offer to the shareholders of GSW Immobilien AG 51 newly
issued no-par value bearer shares in Deutsche Wohnen AG for 20 shares in
GSW Immobilien AG (subject to the final determination of the minimum
price). The new shares in Deutsche Wohnen AG will have dividend rights as
of January 1, 2014. Based on the exchange ratio and the weighted average
price of shares in Deutsche Wohnen AG within the last three months prior to
the announcement of the exchange offer, the equity of GSW Immobilien AG has
been valued at EUR 1,750 million, corresponding to a premium of 15.4 % on
the weighted average price of shares in GSW Immobilien AG in the last three
months prior to the announcement of the exchange offer. If all shareholders
of GSW Immobilien AG accept the exchange offer, they would hold around 43 %
in the enlarged Deutsche Wohnen AG.

The exchange offer will be made in accordance with the conditions to be set
forth in the offer document and will be subject to a minimum acceptance
condition of 75%. The offer document will be published on the internet at
www.deutsche-wohnen.com under the heading 'Investor Relations'. The exact
deadline for the acceptance of the takeover offer will be published on the
same website. The management board of Deutsche Wohnen AG is planning to
publish the offer document in a timely manner after the extraordinary
general meeting of Deutsche Wohnen AG, which will take place on September
30, 2013.

The goal of the takeover is to create a leading German residential real
estate company, to achieve synergies and to enhance the operative
performance as a consequence of the merger. Deutsche Wohnen AG intends to
continue its current strategy to focus on dynamic growth regions such as
Berlin.

The new shares to be offered by Deutsche Wohnen AG shall be created by a
capital increase against contribution in kind and potentially in cash. In
each case the subscription rights of the shareholders of Deutsche Wohnen AG
shall be excluded. Up to 94.9% of the shares in GSW Immobilien AG, which
will be acquired by Deutsche Wohnen AG from the shareholders of GSW
Immobilien AG in connection with the takeover offer or otherwise, will be
contributed to Deutsche Wohnen AG by way of a capital increase against
contribution in kind by UBS Deutschland AG and DZ BANK AG Deutsche
Zentral-Genossenschaftsbank, Frankfurt am Main acting as exchange trustees
on behalf of the shareholders of GSW Immobilien AG. If, in the context of
the exchange offer or otherwise, Deutsche Wohnen AG would acquire more than
94.9% of the shares in GSW Immobilien AG, any additional shares in Deutsche
Wohnen AG required for the exchange will be issued by way of a capital
increase against contribution in cash. Deutsche Bank AG has undertaken to
provide the exchange trustees with the funds required for the capital
increase against contribution in cash provided that all shares in GSW
Immobilien AG offered to Deutsche Wohnen AG and exceeding 94.9% of the
shares in GSW Immobilien AG be transferred to Deutsche Bank AG. Deutsche
Wohnen AG does not intend to acquire more than 94.9% of the shares in GSW
Immobilien AG.

Resolutions on the capital increase against contribution in kind and cash
are still to be adopted by Deutsche Wohnen AG's extraordinary general
meeting scheduled for September 30, 2013. At this meeting, the share
capital of Deutsche Wohnen AG is to be increased as follows:

- from currently EUR 168,907,143 divided into currently 168,811,823 no-par
value bearer shares and 95,320 no-par value registered shares, each
representing a pro rata amount of the share capital of EUR 1.00, by up to
EUR 128,842,101.00 to up to EUR 297,749,244.00 by issuing up to 128,842,101
no-par value bearer shares (Stückaktien), each representing a pro rata
amount of EUR 1.00 of the share capital against contribution in kind, as
well as

- the amount of the share capital resulting following the implementation of
the above capital increase against contribution in kind, may be further
increased by a capital increase against contribution in cash by up to EUR
6,570,948.00 by issuing up to 6,570,948 no-par value bearer shares
(Stückaktien), representing a pro rata amount of EUR 1.00 of the share
capital.

Furthermore, in case Deutsche Wohnen AG and Deutsche Bank AG jointly hold
95% or more of the shares in GSW Immobilien AG after the closing of the
exchange offer, the shareholders of GSW Immobilien AG, by analogy to
Section 39c of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG), may tender their shares in
GSW Immobilien AG to Deutsche Wohnen AG during a three month period
following the end of the takeover offer. This may result in the need to
deliver further shares in Deutsche Wohnen AG after the implementation of
the capital increase against contribution in kind and potentially cash. In
addition, it cannot be ruled out that the number of outstanding shares in
GSW Immobilien AG will increase before the acceptance period of the
takeover offer has expired or the deadline for the exercise of the tender
right described above has expired, e.g. due to the conversion in whole or
in part of the convertible bond issued by GSW Immobilien AG on November 20,
2012. In order to enable the exchange trustees to deliver the number of
Deutsche Wohnen AG shares required according to the exchange ratio
described above in case of such an increase in the number of outstanding
shares in GSW Immobilien AG or the exercise of the tender right, further
Deutsche Wohnen AG shares are to be created, where necessary, by way of the
utilisation of the existing authorised capital of Deutsche Wohnen AG. These
shares in Deutsche Wohnen AG will be issued against contribution in kind,
if the tendered shares in GSW Immobilien AG are acquired by Deutsche Wohnen
AG, or against contribution in cash, if the tendered shares in GSW
Immobilien AG are acquired by Deutsche Bank AG.

Therefore, the management board of Deutsche Wohnen AG has decided today to
increase the share capital against contribution in kind and/or cash in the
amount of up to 20 % of the current share capital excluding any
subscriptions rights of the shareholders. The share capital of Deutsche
Wohnen AG may be increased by utilizing the authorised capital 2013. The
exact amount and nature of the contribution (cash and/or kind) of the
capital increase will be determined by the needs arising from the exchange
offer. This capital increase will in particular be implemented if,
following the regular capital increase against contribution in cash and/or
kind, shares in GSW Immobilien AG are tendered to Deutsche Wohnen AG
according to the provisions of the WpÜG.

As required by law, the management board of Deutsche Wohnen AG will submit
a written report to the shareholders of Deutsche Wohnen AG on the proposed
capital measures, in particular with regard to the exclusion of the
subscription right; this report will also contain detailed information on
the determination and fairness of the exchange ratio.

Important information:

This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange shares in GSW Immobilien AG. Moreover, the announcement
is neither an offer to purchase nor a solicitation to purchase shares in
Deutsche Wohnen AG. The final terms and further provisions regarding the
public takeover offer will be disclosed in the offer document after the
publication has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Furthermore,
Deutsche Wohnen AG reserves the right to deviate in the final terms of the
public takeover offer from the basic information described herein.
Investors and holders of shares in GSW Immobilien AG are strongly
recommended to read the offer document and all documents in connection with
the public takeover offer as soon as they are published, since they will
contain important information.

Subject to the exceptions described in the offer document as well as any
exemptions that may be granted by the relevant regulators, a public
takeover offer will not be made directly or indirectly, in or into the USA
or any other jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction. The takeover offer will be carried out under
exclusion of the use of the mails or any other means or instruments of
interstate or foreign commerce (inter alia, transmission by facsimile,
telephone or internet) in the USA and under exclusion of any facility of a
national securities exchange of the USA. Accordingly, the sending or any
other distribution of this announcement or any other accompanying document
by mail, their forwarding or transmission in or into the USA is not
permitted.

The shares in Deutsche Wohnen AG have not been nor will they be registered
under the U.S. Securities Act of 1933 as amended or with any securities
regulatory authority of a state or any other jurisdiction in the USA.
Therefore, subject to certain exceptions, shares in Deutsche Wohnen AG must
not be offered or sold within the USA or any other jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction. There
will be no registration of the shares in Deutsche Wohnen AG mentioned
herein pursuant to the relevant laws in the USA. There will be no public
offering in the USA. Subject to certain exceptions, shares in Deutsche
Wohnen AG must not be sold, or offered, to persons in the USA.

To the extent permissible under applicable law or regulation, and in
accordance with normal German market practice, Deutsche Wohnen AG or its
brokers may purchase, or conclude agreements to purchase, shares in GSW
Immobilien AG, directly or indirectly, out of the public takeover offer,
before, during or after the period in which the offer remains open for
acceptance. This applies to other securities which are directly convertible
into, exchangeable for, or exercisable for shares in GSW Immobilien AG.
These purchases may be completed via the stock exchange at market prices or
outside the stock exchange at negotiated conditions. Any information on
such purchases will be disclosed as required by law or regulation in
Germany or any other relevant jurisdiction.

If any announcements in this document contain forward-looking statements,
such statements do not represent facts and are characterized by the words
'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or
similar expressions. Such statements express the intentions, opinions or
current expectations and assumptions of Deutsche Wohnen AG and the persons
acting together with Deutsche Wohnen AG. Such forward-looking statements
are based on current plans, estimates and forecasts which Deutsche Wohnen
AG and the persons acting together with Deutsche Wohnen AG have made to the
best of their knowledge, but which do not claim to be correct in the
future. Forward-looking statements are subject to risks and uncertainties
that are difficult to predict and usually cannot be influenced by Deutsche
Wohnen AG or the persons acting together with Deutsche Wohnen AG. It should
be kept in mind that the actual events or consequences may differ
materially from those contained in or expressed by such forward-looking
statements.

Contact:
+49 (0)30 / 897 86 - 551

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

Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-507
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6, DE0006283302
WKN: A0HN5C, 628330
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart

End of Announcement DGAP News-Service

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