TLG Immobilien AG (DB:TLG) signed a business combination agreement to acquire WCM Beteiligungs- und Grundbesitz-AG (DB:WCMK) from a group of shareholders for approximately €450 million on May 10, 2017. Under the terms of the agreement, TLG Immobilien made a voluntary public takeover offer to acquire the no-par value bearer shares of WCM. Subject to the final determination of the minimum prices, TLG intends to offer one share of TLG as consideration in exchange for each 5.75 tendered shares of WCM. Stavros Efremidis and Ralf Struckmeyer, members of the management board of WCM resign from the management board on November 30, 2017.

In accordance with the agreement, significant shareholders of WCM representing approximately 50% stake have entered into irrevocable undertakings to accept the takeover offer regarding their shares in WCM. On the basis of the agreement, WCM will support the offer and after examination of the offer document recommend its shareholders to accept the offer. The offer will be subject to the conditions to be set forth in the offer document, in particular a minimum acceptance rate of 50% plus one share of WCM. The offer is subject to fiduciary duties of WCM's management board and supervisory board. The offer document has been approved by German Financial Supervisory Authority on June 26, 2017. The acceptance period of the offer began on June 27, 2017 and will expire on September 5, 2017. Following the expiry of acceptance period on September 5, 2017, TLG has received acceptances for 77.75% shareholders of WCM. On September 12, 2017, TLG announced an additional acceptance period that will begin from September 13, 2017 and will expire on September 26, 2017.

On September 26, 2017, TLG has received acceptances for 85.89% stake in WCM. Completion of the takeover offer is now only subject to registration of the offer capital increase I. The management board of TLG Immobilien expects that the capital increase from the authorized capital 2014/II required to create the offer consideration will be registered in the commercial register in due course. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor and gave fairness opinion to WCM. Thomas Krecek, Christian Vogel, Frank Scholderer, Jochen Buckel, Moritz Petersen, Thorsten Sauerhering, Dominik Engl, Beda Wortmann, Dorian Legel and George Hacket of Clifford Chance in Germany, Andreas Stefanski and Matthias-Gabriel Kremer of Freshfields Bruckhaus Deringer and Holger Balhorn and Gottfried Fröhlich of HANSA PARTNER Chemnitz Rechtsanwälte Steuerberater Partnerschaftsgesellschaft acted as legal advisors to WCM. Carsten Berrar, York Schnorbus and Philipp Klöckner of Sullivan & Cromwell and Hardy Fischer and Sören Reckwardt of P+P Pöllath + Partners acted as legal advisors and VICTORIAPARTNERS GmbH and UBS Deutschland AG acted as financial advisors to TLG. Weil Gotshal & Manges and Kerstin Schnabel, Anja Köritz and Cornelia Wendel of DLA Piper acted as legal advisors for DIC Asset AG. The accompanying bank is the Bank of America Merrill Lynch. ValueTrust Financial Advisors SE acted as the financial advisor to TLG Immobilien on the deal. Evercore Inc. acted as financial advisor for WCM Beteiligungs- und Grundbesitz-AG.