DGAP-News: ADLER Real Estate AG: Exchange offer of ADLER

DGAP-News: ADLER Real Estate AG / Key word(s): Miscellaneous ADLER Real Estate AG: Exchange offer of ADLER Real Estate to ESTAVIS approved 28.04.2014 / 12:47 --------------------------------------------------------------------- Exchange offer of ADLER Real Estate to ESTAVIS approved - BaFin approves voluntary takeover offer - Exchange period from 25 April until 23 May 2014 - Exchange offer amounting to 14 ADLER shares for 25 ESTAVIS shares Hamburg, 28 April 2014 - German regulator Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) approved the voluntary public takeover offer (exchange offer) of ADLER Real Estate AG, Frankfurt/M., (ISIN DE0005008007) to the shareholders of ESTAVIS AG, Berlin, on Friday, 25 April 2014. With the publication of the offer document, which also took place on 25 April 2014, the acceptance period started, within the shareholders of ESTAVIS can accept ADLER's exchange offer for conversion of each 25 ESTAVIS shares in 14 ADLER shares. The exchange period ends on 23 May 2014. On Tuesday of last week the shareholders of ADLER already paved the way for the takeover offer by approving a capital increase against contributions in kind in the form of ESTAVIS shares. "We assume that it will be possible to achieve our objective of receiving more than 50 percent of ESTAVIS in the course of the exchange, so that we can fully consolidate ESTAVIS in the ADLER Group", explains Axel Harloff, CEO of ADLER Real Estate AG. The conversion ratio at share prices of EUR 2.19 per ESTAVIS share and EUR 3.91 per ADLER share is based on revenue-weighted share prices during the three months preceding the decision for the takeover on 09 February 2014 and offers the shareholders of ESTAVIS a premium of 8.41 percent. A successful acquisition will mean a substantial growth for ADLER group. After the transaction, the company will hold residential real estate portfolios in almost all federal states throughout Germany with more than 16,500 residential units in the future. Additionally outstanding potential for synergies exist for the enlarged group such as the possibility for a value increase in a double-digit million area. The offer document for the takeover offer can be viewed and also downloaded on the website of ADLER (www.adler-ag.com in the investor relations section) such as ordered at Close Brothers Seydler Bank AG, Schillerstraße 27-26, 60313 Frankfurt am Main, Germany (orders stating a complete address by letter to the above address or by telefax at number +49 (0)69 92054 902). Additionally the prospectus published in connection with the exchange offer has been made available by ADLER free of charge at the company's business address ADLER Real Estate AG, Herriotstraße 5, 60528 Frankfurt am Main, Germany, such as online at www.adler-ag.com in the investor relations section. For inquiries, please contact Press: german communications dbk ag Jörg Bretschneider Alsterufer 34, 20354 Hamburg Tel.: +49 (0) 40/46 88 33 0 Fax: +49 (0) 40/47 81 80 presse@german-communications.com Investor Relations: Hillermann Consulting Christian Hillermann Poststraße 14, 20354 Hamburg Tel.: +49 (0) 40/32 02 79 10 Fax: +49 (0) 40/32 02 79 114 c.hillermann@hillermann-consulting.de Disclaimer This press information is neither an offer to exchange nor an invitation to release an offer to exchange ESTAVIS-shares. This press information is as well neither an offer nor an invitation to purchase ADLER-shares. The final terms and conditions and further information regarding the public takeover offer are contained in the Offer Document as of 25 April 2014 as well as in the Securities Prospectus which have been published in connection with the takeover offer as of 24 April 2014 of ADLER Real ESTATE AG. The Offer Document for the takeover offer is available for download on the website of ADLER (www.adler-ag.com under Investor Relations) and will be available without charge at Close Brothers Seydler Bank AG, Schillerstraße 27-29, 60313 Frankfurt am Main (also to order with complete address by letter to above mentioned address or by fax to number +49 (0)69 92054 902). The Securities Prospectus as of 24 April 2014 published in connection with the Exchange Offer will be available without charge under the business address of ADLER, ADLER Real Estate AG, Herriotstraße 5, 60528 Frankfurt am Main, as well as on the website www.adler-ag.com under investor relations. Investors and shareholders of ESTAVIS-shares are strongly advised to read the Offer Document and the Securities Prospectus as well as all other announcements regarding the public takeover offer, because they contain important information. Subject to exceptions described in the Offer Document, no direct or indirect takeover offer in the US or any other jurisdiction, in which this would be a breach of national law, is submitted herewith. The Offer Document and the Securities Prospectus contain forward-looking statements. These do not describe facts and are characterized by terms like "expect", "believe", "estimate", "intend", "aim", "assume" or similar wordings. These statements express intentions, views or current expectations and assumptions of ADLER Real Estate AG and persons acting in concert with ADLER Real Estate AG pursuant to paragraph 2 sec. 5 of the German Securities Acquisition and Takeover Act ("WpÜG"), e.g. regarding possible consequences of the Takeover Offer for ESTAVIS AG and the ESTAVIS-shareholders, who decide, not to accept the Takeover Offer, or regarding the expected financial effects of the Takeover Offer on ADLER Real Estate AG. Such forward-looking statements are based on current financial planning, assumptions and expectations, which ADLER Real Estate AG and persons acting in concert with ADLER Real Estate AG pursuant to paragraph 2 sec. 5 WpÜG have made by the best of their knowledge, but do not contain any statements as to their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to estimate and usually are beyond the control of ADLER Real Estate AG or persons acting in concert with ADLER Real Estate AG pursuant to paragraph 2 sec. 5 WpÜG. Actual results or consequences might differ materially from forward-looking statements. End of Corporate News --------------------------------------------------------------------- 28.04.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: ADLER Real Estate AG Alstertor 17 20095 Hamburg Germany Phone: +49 (0)40 - 29 8130-0 Fax: +49 (0)40 - 29 8130-35 E-mail: info@adler-ag.com Internet: www.adler-ag.com ISIN: DE0005008007, DE000A1R1A42, WKN: 500800, A1R1A4 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg End of News DGAP News-Service --------------------------------------------------------------------- 265012 28.04.2014