DGAP-News: ADLER Real Estate AG: ADLER Real Estate with

DGAP-News: ADLER Real Estate AG / Key word(s): Offer ADLER Real Estate AG: ADLER Real Estate with successful takeover of WESTGRUND AG 23.06.2015 / 16:13 --------------------------------------------------------------------- Corporate News ADLER Real Estate with successful takeover of WESTGRUND AG - Takeover offer accepted for 94.9% of WESTGRUND shares - ADLER's capital stock increases by 14.075 million shares - Cash portion of consideration amounts to around EUR 224.2 million - Fifth-largest listed company for residential real estate in Germany created with over 50,000 apartments Hamburg, 23 June 2015. ADLER Real Estate AG, Frankfurt/M. (ISIN DE0005008007) has successfully completed its takeover offer to the shareholders of WESTGRUND AG, Berlin (ISIN: DE000A0HN4T3). With the completion of the acquisition by way of a combined cash and share offer as of the end of the month, ADLER Real Estate AG will hold 94.9% of the WESTGRUND shares, meaning that WESTGRUND AG is expected to be consolidated by ADLER as of the end of the second quarter. This will give rise to the fifth-largest listed company for residential real estate in Germany with over 50,000 residential units. In addition, the significantly larger ADLER Real Estate AG has also been included in the SDAX since Monday of this week, while WESTGRUND AG has been removed from the index as a result of its free float having fallen below 10% in connection with the upcoming acquisition. ADLER offered the shareholders of WESTGRUND AG an amount consisting of 0.565 new no-par value bearer shares in ADLER and an additional cash amount of EUR 9.00 for every three shares in WESTGRUND AG. Following the completion of the transaction, ADLER's capital stock will increase by 14.075 million shares to 46.075 million shares. The amount to be paid in cash will reach approximately EUR 224.2 million. "Together with WESTGRUND AG, we have now reached a respectable size that will enable us to take further steps in growing the company," says Axel Harloff, CEO of ADLER Real Estate AG. "The larger size of the Group also offers us a wide range of opportunities to generate synergies." ADLER expects to be able to leverage synergies totalling circa EUR 20 million over the next three years. The business models and strategies of ADLER and WESTGRUND AG are largely identical. The two companies pursue the objective of continuing to build up their residential property portfolio in Germany with a particular focus on secondary and peripheral locations of German conurbations in order to generate a positive cash flow after deduction of all current costs. Disclaimer: This disclosure constitutes neither an offer to sell nor an invitation to submit an offer to purchase, to subscribe for or to exchange securities of ADLER Real Estate AG or WESTGRUND AG. The distribution of this disclosure may be subject to legal restrictions in certain jurisdictions. Persons who come into possession of this disclosure are required to inform themselves of such restrictions and comply with them. Non-compliance with such restrictions may constitute an infringement of the securities laws of the respective jurisdiction. This disclosure is not intended for distribution in or within the United States of America, Canada, Australia or Japan or in other jurisdictions in which an offer or an invitation to submit an offer is subject to legal restrictions. This disclosure does not constitute a public offer for securities in the United States. The shares of ADLER Real Estate AG are not and will not be registered in accordance with the U.S. Securities Act of 1933 as currently amended (the "Securities Act") and may be offered or sold in the United States of America only on the basis of a registration or an applicable exemption from the registration requirement in accordance with the Securities Act. To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of ADLER Real Estate AG and the persons acting together with ADLER Real Estate AG. Such forward-looking statements are based on current plans, estimates and forecasts, which ADLER Real Estate AG and the persons acting together with ADLER Real Estate AG have made to the best of their knowledge, but which they 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 ADLER Real Estate AG or the persons acting together with ADLER Real Estate AG. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements. For enquiries, please contact: Press: german communications dbk ag Jörg Bretschneider Milchstr. 6 B, 20148 Hamburg, Germany Phone: +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, Germany Phone: +49-(0)40/32 02 79 10, Fax: +49-(0)40/32 02 79 114 c.hillermann@hillermann-consulting.de --------------------------------------------------------------------- 23.06.2015 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP 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 Herriotstr. 5 60528 Frankfurt am Main Germany Phone: +49 (0)40 - 29 8130-0 Fax: +49 (0)40 - 29 8130-99 E-mail: info@adler-ag.com Internet: www.adler-ag.com ISIN: DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02 WKN: 500800, A14J3Z, A1R1A4, A11QF0 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg End of News DGAP News-Service --------------------------------------------------------------------- 371129 23.06.2015