BERLIN (dpa-AFX) - German apartment owner Vonovia SE (DAIMF) and Conwert Immobilien Invest SE have signed a business combination agreement or 'BCA'. Vonovia intends to offer all Conwert shareholders 74 Vonovia shares for every 149 Conwert shares. This implies a price of 17.58 euros per Conwert share based on the Vonovia closing price on Friday, 2 September 2016.
This represents a resulting premium of 23.8%, based on the Conwert volume-weighted average share price of the last six months of 14.20 euro per share. As an alternative, as legally required in Austria, Vonovia plans to offer Conwert shareholders a cash consideration of EUR16.16 per share.
Alexander Proschofsky, Chairman of the Conwert Administrative Board, has already declared that he intends to accept the offer and tender all of his Conwert shares.
The Conwert Headquarters will remain in Vienna. The Austrian property portfolios will continue to be managed by Conwert. Additionally, Conwert will remain listed on the Vienna Stock Exchange.
The consummation of the takeover offer will be subject to reaching the mandatory acceptance threshold of 50% plus 1 share of all Conwert shares as well as certain standard market completion conditions that will be set out in detail in the offer document, which is expected to be published on 17 November 2016.
Through the integration, Vonovia plans operational synergies of at least 7 million euros per year, to be fully realised by the end of 2018. By partially refinancing Conwert, Vonovia plans to realise financial synergies of 5 million euros, to be fully realised in the financial year 2017.
The transaction fulfills all of Vonovia's acquisition criteria. Vonovia expects the transaction to be, in particular, NAV per share and FFO per share accretive.
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© 2016 AFX News
