TLG Immobilien : IM­MO­BILIEN AG launches pub­lic takeover of­fer for all WCM shares

Press release

TLG IMMOBILIEN AG launches public takeover offer for all WCM shares

- Starting today, WCM shareholders can tender their shares during the acceptance period until 5 September 2017

- TLG IMMOBILIEN commits to acquire all WCM shares by exchanging 1 new TLG IMMOBILIEN share for every 5.75 WCM shares (4:23)

- New TLG IMMOBILIEN shares to finance the transaction to come from existing authorized capital

Berlin, 27 June 2017 - TLG IMMOBILIEN AG ('TLG IMMOBILIEN') has received the approval by the German Federal Financial Supervisory Authority (BaFin) to publish the offer document for its voluntary public takeover offer for all outstanding shares of WCM Beteiligungs- und Grundbesitz-AG ('WCM'). The offer document was published this morning.

Subject to the terms and conditions set out in the offer document, TLG IMMOBILIEN is offering 1 new no-par value bearer share of TLG IMMOBILIEN in exchange for every 5.75 WCM shares (4:23). This corresponds to a consideration of 0.174 TLG IMMOBILIEN shares for each WCM share. The new shares of TLG IMMOBILIEN will carry dividend rights from January 1, 2017, and will originate from the existing authorized capital of TLG IMMOBILIEN.

Thus, TLG IMMOBILIEN submits its offer for the acquisition of WCM as announced.

The offer period commenced with the start of trading at the Frankfurt Stock Exchange this Tuesday, 27 June 2017, and is expected to expire on 5 September 2017, at 24:00 CEST. Within this first period, WCM shareholders can accept the offer and tender their shares. In case the offer conditions, in particular the minimum acceptance threshold, are fulfilled at the end of the acceptance period, there will be a mandatory additional acceptance period of two weeks. UBS Europe SE, Frankfurt/Main, Germany, will act as settlement agent with regard to the offer.

WCM supports the public takeover offer of TLG IMMOBILIEN, subject to the fiduciary duties of WCM's management board and supervisory board.

Completion of the takeover offer is subject to the condition precedent of reaching the minimum acceptance threshold of 50% plus one share of all WCM shares upon expiry of the acceptance period. As of today, TLG IMMOBILIEN has already entered into tender agreements covering approximately 50% of the shares and voting rights in WCM on a fully diluted basis (including mandatory convertible and employee stock options). These tender agreements comprise major shareholders of WCM, including DIC Asset Group, member of the supervisory board Karl Ehlerding and the CEO of WCM, Mr. Stavros Efremidis.

The planned takeover of WCM by TLG IMMOBILIEN is not subject to approval by the German Federal Cartel Office or the European Commission.

The offer document has been published at

www.tlg.eu > In­vestor Re­la­tions > Takeover of­fer WCM AG

Free copies of the offer document will also be available at the settlement agent.

Contact

About TLG IMMOBILIEN AG
TLG IMMOBILIEN AG is a listed leading commercial real estate company in Germany that has been synonymous with real estate expertise for over 25 years. TLG IMMOBILIEN AG generates stable rental income and exhibits low vacancy rates, very good building stock and profits from its local employees' excellent market knowledge. As an active portfolio manager, TLG IMMOBILIEN AG is specialized in commercial properties for office and retail use: it focuses on managing a high-quality portfolio mostly comprising office properties in Berlin, Frankfurt/Main, Dresden, Leipzig and Rostock. The company also has a regionally diversified portfolio of retail properties in highly frequented micro-locations. The portfolio also includes seven hotels in Berlin, Dresden, Leipzig and Rostock. TLG IMMOBILIEN AG's properties stand out not only due to their excellent locations but also because of their long-term rental or lease agreements.

As at 31 March 2017, the portfolio value amounted to EUR 2.2 bn. The EPRA Net Asset Value per share amounted to EUR 18.62 as of the same date.

Important Notice

This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of WCM or TLG IMMOBILIEN. The final terms and further provisions regarding the public takeover offer were disclosed in the offer document the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of securities of WCM are strongly recommended to read the offer document and all announcements in connection with the public takeover offer, as they contain or will contain important information.

The offer is made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Federal Republic of Germany have been filed, arranged for or granted. Holders of securities of WCM cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the Federal Republic of Germany. No U.S. federal or state securities commission or regulatory authority has approved or disapproved of the transaction or passed upon the adequacy or accuracy of the information in the offer related documents. Any representation to the contrary is a criminal offence in the United States of America ('United States').

Subject to the exceptions described in the offer document as well as any exemptions that may be granted by any competent regulatory authority, a takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the national laws of such jurisdiction.

The takeover offer will result in the acquisition of securities of a Germany company and is subject to German disclosure requirements, which differ from those of the United States. The financial information included or referred to in the offer documents has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The takeover offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the 'U.S. Securities Exchange Act'), and the issuance of shares in the takeover offer will be pursuant to an exemption from registration provided by Rule 802 under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), and the takeover offer will otherwise be made in accordance with the applicable regulatory requirements in Germany. Accordingly, the takeover offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

It may be difficult for U.S. holders of shares to enforce their rights and any claims arising under the U.S. federal securities laws, since TLG IMMOBILIEN and WCM are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, TLG IMMOBILIEN or its brokers may purchase, or conclude agreements to purchase, securities in WCM, directly or indirectly, outside the takeover offer, before, during or after the period in which the offer remains open for acceptance. The same applies to other securities which are directly convertible into, exchangeable for, or exercisable for securities in WCM. 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.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of TLG IMMOBILIEN and the persons acting in conjunction with TLG IMMOBILIEN, for example with regard to the potential consequences of the takeover offer for WCM, for those shareholders of WCM who choose not to accept the takeover offer or for future financial results of WCM. Such forward-looking statements are based on current plans, estimates and forecasts which TLG IMMOBILIEN and the persons acting in conjunction with TLG IMMOBILIEN 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 the Bidder or the persons acting in conjunction with TLG IMMOBILIEN. 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.