DGAP-News: WCM Beteiligungs- und Grundbesitz-AG / Key word(s): Mergers & Acquisitions
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Domination agreement between TLG IMMOBILIEN AG and WCM AG registered in the commercial register
Frankfurt, 9 February 2018 - Today, the domination agreement entered into between TLG IMMOBILIEN AG and WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft (WCM AG) on 6 October 2017 was registered in the commercial register of the local court (Amtsgericht) of Frankfurt/Main. Thus, the Domination Agreement, with TLG IMMOBILIEN AG as the controlling entity, and WCM AG as the controlled entity has entered into force. The shareholders' meetings of TLG IMMOBILIEN AG and WCM AG had already approved the domination agreement with large majorities on 22 November 2017 and 17 November 2017, respectively.
SETTLEMENT OFFER TO OUTSIDE SHAREHOLDERS OF WCM AG
Under the domination agreement, TLG IMMOBILIEN AG undertook that upon request by minority shareholders of WCM AG it will acquire their shares in WCM AG in exchange for new no-par value bearer shares of TLG IMMOBILIEN AG, each with a notional value of EUR 1.00, at an exchange ratio of 4 shares of TLG IMMOBILIEN AG for 23 shares of WCM AG. Starting today, minority shareholders of WCM AG may accept this settlement offer. The offer period will end on 9 April 2018 at 12:00 AM (midnight) (Central European Summertime). In the event of an initiation of appraisal proceedings, minority shareholders of WCM AG will remain entitled to exchange their shares for shares in TLG IMMOBILIEN AG beyond this date.
FAIR COMPENSATION FOR OUTSIDE SHAREHOLDERS OF WCM AG
TLG IMMOBILIEN AG guarantees minority shareholders of WCM AG who do not wish to accept the settlement offer a fixed annual payment in the form of a guaranteed dividend as fair compensation for the duration of the domination agreement. The guaranteed dividend for each fiscal year of WCM AG and each bearer share of WCM AG representing a notional value of EUR 1.00 in the share capital of WCM AG amounts to a gross amount of EUR 0.13 per share (the "Gross Compensation Amount"), less any corporate income tax and solidarity surcharge at the prevailing rate for the relevant fiscal year (the "Net Compensation Amount"). Based on the circumstances at the time of the entering into force of the domination agreement, corporate income tax at a rate of 15.0%, plus 5.5% solidarity surcharge thereon (i.e., EUR 0.02 for each no par-value share (Stückaktie) of WCM AG) are deducted from the Gross Compensation Amount. Based on the circumstances at the time of the entering into force of the domination agreement, this results in a Net Compensation Amount of EUR 0.11 for each no par-value share (Stückaktie) of WCM AG for every full fiscal year of WCM AG.
PUBLICATION OF THE SETTLEMENT OFFER AND SECURITIES PROSPECTUS
Further details for the settlement offer may be found in the settlement offer that was published in the Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de) today. In addition, minority shareholders of WCM AG can obtain more information about the technical processing of the settlement offer from their respective custodian bank.
In connection with the settlement offer, and the admission of the new shares from the conditional capital, a securities prospectus of TLG IMMOBILIEN AG was published on 9 February 2018 on the website of TLG IMMOBILIEN AG under www.tlg.eu > Investor Relations > Settlement offer shareholders WCM AG. Printed copies of the prospectus are available free of charge during normal business hours at TLG IMMOBILIEN AG, Hausvogteiplatz 12, 10117 Berlin.
About WCM AG
WCM Beteiligungs- und Grundbesitz-AG (WCM AG), with headquarters in Frankfurt am Main, is a specialised commercial real estate company. As a real estate proprietor, the focus is on long-term rental of high-quality office and retail properties in the major office locations in Germany. Since the operational restart in 2014, WCM AG has focused on an extensive network for the acquisition of properties as well as on value-creating asset management, in order to generate attractive long-term rental income and a steady cash flow. The portfolio has a gross asset value of around EUR 800m.
This publication contains forward-looking statements based on current views and assumptions of TLG IMMOBILIEN AG's management and made to the best of knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause TLG IMMOBILIEN AG's revenues, profitability or the degree to which it performs or achieves its targets, to materially deviate from what is explicitly or implicitly stated or described in this publication. Therefore, persons who obtain possession of this publication should not rely on such forward-looking statements. TLG IMMOBILIEN AG accepts no guarantee or responsibility regarding such forward-looking statements and will not adjust them to future results or developments.
No action has or will be taken outside the Federal Republic of Germany or the Grand Duchy of Luxembourg that would permit a public offering of shares of TLG IMMOBILIEN AG, or the distribution of a prospectus or any other offering material relating to such shares outside these jurisdictions except to the ex-tent that such distribution is permitted under the laws of the relevant jurisdiction. Acceptance of the Settlement Offer outside Germany or the Grand Duchy of Luxembourg may be restricted. Persons who wish to accept the settlement offer outside of Germany or the Grand Duchy of Luxembourg are advised to inform themselves about and comply with any such restrictions.
09.02.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||WCM Beteiligungs- und Grundbesitz-AG|
|60313 Frankfurt am Main|
|Phone:||+49 (0)69 963 7319-07|
|Fax:||+49 (0)69 963 7319-01|
|Listed:||Regulated Market in Frankfurt (Prime Standard), Hamburg, Stuttgart; Regulated Unofficial Market in Munich, Tradegate Exchange|
|End of News||DGAP News Service|