DIC Asset Aktiengesellschaft · Real estate company

DIC Asset
DIC Asset
DIC Asset
DIC Asset
DIC Asset

Ad hoc-announcement

DIC Asset supports Public Takeover Offer by TLG Immobilien AG for all outstanding shares of WCM Beteiligungs- und Grundbesitz-AG and undertakes to accept the Takeover Offer regarding their WCM-Shares in exchange for TLG Immobilien-Shares

(Frankfurt, 10.05.2017 20:48)

Disclosure of an inside information acc. to Article 17 MAR

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Frankfurt/Main, May 10, 2017 – Today, DIC Asset group has entered into tender agreements with TLG Immobilien AG, Berlin, („TLG Immobilien“), in which it has, subject to certain conditions as well as terminations rights, undertaken to accept the intended public takeover offer of TLG Immobilien by way of an exchange offer („Offer“) to the shareholders of WCM Beteiligungs- und Grundbesitz-AG („WCM“) for their block of shares in WCM of approx. 25.95 % of the share capital of WCM. TLG Immobilien intends, subject to the final fixing of the minimum prices and the final specifications in the offer document, to offer for each 5.75 tendered share of WCM as consideration one new no-par value bearer share in TLG Immobilien with a notional value of EUR 1.00. The new shares of TLG IMMOBILIEN will carry dividend rights from January 1, 2017 in exchange. The exchange ratio of the Offer values each share of WCM on the basis of the weighted average price of the TLG Immobilien share during the three months prior to the day of the announcement of the Offer at EUR 3.15 which corresponds to a premium of 4.1 % on the weighted average price of WCM shares during the three months prior to the day of the announcement of the takeover offer. On the basis of the closing price of the TLG Immobilien share prior to the announcement of the takeover offer this results in an offer price of EUR 3.36 per share of WCM which thus corresponds to a premium of 17.8 % on the pro forma EPRA NAV of EUR 2.85 per share, as communicated by WCM. In connection with the Offer, TLG IMMOBILIEN and WCM signed a business combination agreement. WCM has communicated that it supports the Offer on the basis of the business combination agreement and – after having examined the offer document – recommends that its shareholders accept it.

The Offer of TLG Immobilien will be made in accordance with the conditions to be set forth in the offer document, in particular a minimum acceptance rate of 50 % plus one share of WCM. TLG Immobilien has communicated that it has also entered into tender agreements with further shareholders of WCM, including the Chief Executive Officer of WCM, Mr. Stavros Efremidis, and the supervisory board member of WCM, Mr. Karl Ehlerding, which will ensure that in total approximately  50.0 % of the shares and voting rights in WCM on a fully diluted basis will be tendered into the Offer.


The Management Board

DIC Asset AG






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