DGAP-Adhoc: Prime Office REIT-AG announces signing of the

New Post Public Reply Private Reply Replies (0) Message Board

News Desk 2018

Aug 7, 2013 at 6:00 PM

DGAP-Adhoc: Prime Office REIT-AG announces signing of the business combination agreement and the merger agreement with OCM German Real Estate Holding AG

Prime Office REIT-AG / Key word(s): Merger 07.08.2013 23:53 Dissemination of an Ad hoc announcement according to Â§ 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Prime Office REIT-AG announces signing of the business combination agreement and the merger agreement with OCM German Real Estate Holding AG On 7 August 2013, Prime Office REIT-AG and OCM German Real Estate Holding AG entered into a business combination agreement. According to this agreement, Prime Office REIT-AG as the transferring entity is to be merged with OCM German Real Estate Holding AG as the acquiring entity; the entity resulting from the merger will retain the name 'Prime Office'. On the same date, the aforementioned companies also entered into a merger agreement to implement the business combination agreement. Both companies' supervisory bodies have already approved both the business combination agreement and the merger agreement. By merging, Prime Office REIT-AG and OCM German Real Estate Holding AG aim to create a leading German office property company that is focused on continued internal and external portfolio growth. The medium-term plan is for the merged company to become listed in the MDAX-Index of Deutsche BÃ¶rse. Under the business combination agreement and the merger agreement, the shareholders of Prime Office REIT-AG will receive one share of OCM German Real Estate Holding AG for each share of Prime Office REIT-AG as consideration for the transfer of the assets of Prime Office REIT-AG in connection with the merger. The parties have agreed that OCM German Real Estate Holding AG will raise its share capital to EUR 82,000,000 from retained earnings before the merger takes effect. This corresponds to relative values of 38.78% (Prime Office REIT-AG) and 61.22% (OCM German Real Estate Holding AG). The company valuations carried out by KPMG AG WirtschaftsprÃ¼fungsgesellschaft, Berlin, Hamburg branch, at the behest of both parties resulted in a less favorable ratio for Prime Office REIT-AG shareholders of 37.99% (Prime Office REIT-AG) to 62.01% (OCM German Real Estate Holding AG). Before the merger is recorded in the Commercial Register, OCM German Real Estate Holding AG will apply for admission of its shares to trading on the Regulated Market of the Frankfurt Stock Exchange with additional obligations arising from admission. This will ensure that its shares are listed and tradable immediately after the merger has taken effect and a sufficient amount of free float has been achieved. There are no plans for OCM German Real Estate Holding AG to obtain REIT status after the merger has taken effect. The Management Board of the merged entity will consist of the previous sole member of the Management Board of OCM German Real Estate Holding AG, Mr. JÃ¼rgen Overath, and the current Chief Financial Officer of Prime Office REIT-AG, Mr. Alexander von Cramm. To take effect, the merger must be approved by the annual general meetings of Prime Office REIT-AG and OCM German Real Estate Holding AG. The annual general meeting of Prime Office REIT-AG that had been convened for 21 August 2013 will be cancelled in order to avoid additional costs for holding two annual general meetings. Instead, Prime Office REIT-AG is expected to hold an annual general meeting on 24 September 2013, which, in addition to transacting all items provided for in the agenda for the annual general meeting on 21 August 2013, will be asked to approve the business combination agreement and the merger agreement. The merger is subject to additional conditions precedent and requires antitrust clearance by the Bundeskartellamt before it can take effect. Properties of Prime Office REIT-AG and OCM German Real Estate Holding AG worth approx. EUR 250 million are to be sold under a special divestment program. This includes the sale of Prime Office REIT-AG's SÃ¼ddeutsche Verlag and HufelandstraÃ?e properties in Munich. In addition, the Ludwig-Erhard-Anlage property of Prime Office REIT-AG in Frankfurt/Main is to be sold, in whole or in part and/or will be transferred into a different type of use together with a project developer, after the merger. In order to ensure that the entity resulting from the merger is adequately capitalized, a capital increase from authorized capital is to be carried out preserving the shareholders' subscription rights; the capital increase is expected to generate a cash inflow of EUR 125 million to EUR 175 million. Contact Prime Office REIT-AG Richard Berg Director Investor Relations / Corporate Communications HopfenstraÃ?e 4 80335 Munich Telephone +49. 89. 710 40 90 40 Facsimile +49. 89. 710 40 90 99 Email richard.berg@prime-office.de 07.08.2013 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: Prime Office REIT-AG HopfenstraÃ?e 4 80335 MÃ¼nchen Germany Phone: +49 (0)89 7104090 40 Fax: +49 (0)89 7104090 99 E-mail: richard.berg@prime-office.ag Internet: www.prime-office.ag ISIN: DE000PRME012 WKN: PRME01 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard), MÃ¼nchen, Stuttgart; Freiverkehr in Berlin, DÃ¼sseldorf End of Announcement DGAP News-Service ---------------------------------------------------------------------------

Newer

Older

Scroll down for more posts ▼

Top 10 Most Recent News Articles

Lawsuit Highlights Inaction in School Bus Tragedy

Seeking Justice Amid Heartbreak Tragedy rarely arrives whispered on the wind—more often, it's the train wreck some saw coming long before it hits. The tragic death of Jenna Menias, a 6-year-old from Frankfort, Illinois, falls squarely in this camp. The family's legal lions, Corboy & Demetrio, have slapped two school districts—District 210 and 157-C—with a wrongful...

Monteverde's Equity Alert: Scrutinizing Recent M&A Deals

Diving Into M&A Deals Under Monteverde's Lens Wall Street’s not just about suits and skyscrapers; it’s about the nitty-gritty of deals and whether those numbers add up in the investor's favor. So, when Monteverde & Associates PC throws its weight into scrutinizing mergers and acquisitions, you better believe it's worth a second look. See, they’re digging into four...

Monteverde Probes Four Key M&A Deals for Fairness

Examining the Intricacies of Pending M&A The merger and acquisition landscape can be vicious, especially when the sharks—those pesky class action lawyers—start circling. And let me tell you, Monteverde & Associates PC is diving headfirst into the fray, launching inquiries into a handful of these deals. This isn't your first stroll down Wall Street if you’ve seen one...

Power Knot MEA Wins THE BIZZ 2026 for Excellence

Setting the Pace in Waste Management If there's one thing that sticks in my craw, it's how businesses handle food waste. Power Knot Middle East (PKME) seems to have cracked the code by not just leading the charge in organic waste management but also bagging THE BIZZ 2026 award. They’re not just playing industry games; PKME's pulling the strings with real leadership and...

Black Culture Icon: Plastic-Covered Couch Takes Stage

A Plastic-Laden Piece of History Makes Art Who'd have thought a plastic-covered couch would turn into a cultural artifact? This iconic staple in Black households has done just that, debuting at Brooklyn's CultureCon in a fresh guise. It's more than just an upcycled furniture piece; it's a living archive that encapsulates Black culture, joy, and resilience. The Heart...

SiBionics and PharmaSens Unveil Diabetes Tech at EASD

Shaking Up Diabetes Care: New Tech Unveiled Imagine a world where managing diabetes isn't a juggling act with multiple devices. That's precisely the future SiBionics and PharmaSens are pitching at the European Association for the Study of Diabetes (EASD) 2026 in Milan. Now, let me tell you, these guys aren't just playing around with ideas; they're aiming to radically...

Unpacking Monteverde's M&A Investigations Hold your horses, folks! The M&A Class Action Firm is stirring the pot with its latest inquiries into some high-profile mergers. We're looking at Lisata Therapeutics, Flag Ship Acquisition Corporation, Baldwin Insurance Group, and ACV Auctions. So what's got Juan Monteverde's legal eagles swooping in on these deals? Well, are we...

ARTBOX Brings Korean Lifestyle Magic to LA Pop-Up

ARTBOX: From Seoul to La-La Land Here's what caught my eye. It's 2026, and Korean lifestyle retailer ARTBOX is making a splash in the U.S.—kicking things off with a pop-up in LA. Now, usually, I'd be skeptical about pop-ups, but you've got to admire the audacity and timing here. They've picked Melrose Avenue, a hotspot for all things trendy, to introduce their mix of...

Monster Energy Dominates Skateboard Podium at SLS Paris

Monster Energy's Skateboard Triumph Hold the front page, because Monster Energy just pulled off a clean sweep in Paris. The company's team riders dominated the Men's Skateboard Street competition at the SLS Paris 2026, with the iconic Nyjah Huston snagging the top spot. It's a story filled with triumph, grit, and a dash of raw talent in a vibrant field of international...

Blokees Unveils 90+ New Wonders at Shanghai Fest

A Grand Stage for New Arrivals Picture this: In the bustling and glittering chaos that was the Wonder Festival Shanghai 2026, held from October 3 to 4, Blokees laid down a major marker. More than 500 products, an artillery of imagination and craftsmanship, were on deck across their key lines—Blokees Model Kits and BLOKEES WHEELS. With 90 brand-new creations making their...