DGAP-Adhoc: GSW Immobilien AG: GSW Immobilien AG and Deutsche Wohnen AG enter into Business Combination Agreement - Management Board and Supervisory Board of GSW Immobilien AG recommend to the shareho

GSW Immobilien AG / Key word(s): Offer/Statement

14.10.2013 18:26

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.

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GSW Immobilien AG and Deutsche Wohnen AG enter into Business Combination
Agreement - Management Board and Supervisory Board of GSW Immobilien AG
recommend to the shareholders to accept the exchange offer of Deutsche
Wohnen AG

Berlin, 14 October 2013 - Today, GSW Immobilien AG (GSW) and Deutsche
Wohnen AG (Deutsche Wohnen) entered into a Business Combination Agreement.
The Business Combination Agreement contains provisions on the future
strategy and structure of the combined group.

In particular, it was agreed to initiate a joint integration project to
develop solutions for the combination of the processes, operational
procedures and organizational structures of both companies. For this
purpose, a joint integration committee comprising members of the management
boards of both companies shall be established which will coordinate the
integration of the businesses of GSW and Deutsche Wohnen, taking into
account the undertakings in the Business Combination Agreement.

In the Business Combination Agreement, GSW and Deutsche Wohnen have
reaffirmed their common understanding that the dedicated workforce is the
basis for the present and future success of the combined group. In the
context of the business combination, redundancies shall only occur if
ongoing personnel surpluses are identified despite the continuous dynamic
growth of the company. Insofar as redundancies on operational grounds are
unavoidable, these shall take place under socially acceptable conditions.
In addition, under the Business Combination Agreement the selection of
employees shall be made in accordance with the 'best in class'-principle.

The Business Combination Agreement provides that from financial year 2014
onwards the dividend paid by Deutsche Wohnen to its shareholders shall be
increased from approximately 50 percent of the relevant earnings figure
funds from operations (FFO) (before sales) to approximately 60 percent of
the FFO (before sales).

The Business Combination Agreement provides that the two Board Members of
Deutsche Wohnen, Michael Zahn and Lars Wittan, shall be appointed as Board
Members of GSW. Michael Zahn will assume the position of CEO. At the same
time, Jörg Schwagenscheidt as Chief Operating Officer (COO) and Andreas
Segal as Chief Financial Officer (CFO) shall join the Management Board of
Deutsche Wohnen.

Today, the Management Board and the Supervisory Board of GSW have resolved
on their joint statement pursuant to sec. 27 of the German Securities
Acquisition and Takeover Act (WpÜG). After thorough examination they
recommend in this statement to the shareholders to accept the exchange
offer of Deutsche Wohnen. The joint statement will be published on 15
October 2013.

In the opinion of the Management Board and the Supervisory Board of GSW the
offered exchange ratio of 2.55 Deutsche Wohnen shares for each GSW share is
fair from a financial point of view. In this context, the Management Board
and the Supervisory Board have been provided with a fairness opinion by
Goldman Sachs.

GSW considers a business combination of GSW and Deutsche Wohnen based on
the undertakings in the Business Combination Agreement as a compelling
opportunity to join the strengths of both companies in the interest of the
shareholders and other stakeholders.

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Language: English
Company: GSW Immobilien AG
Charlottenstraße 4
10969 Berlin
Germany
Phone: 030 68 99 99 0
Fax: 030 68 99 99 999
E-mail: kundenservice@gsw.de
Internet: www.gsw.de
ISIN: DE000GSW1111
WKN: GSW111
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard);
Freiverkehr in Düsseldorf, Hamburg, Hannover, München,
Stuttgart

End of Announcement DGAP News-Service

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