Voluntary public takeover offer of Vonovia SE to the shareholders of Deutsche Wohnen SE

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.  THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH VONOVIA SE REGARDS AS UNDULY ONEROUS


You have entered the website which Vonovia SE has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of Deutsche Wohnen SE

Shareholders of Deutsche Wohnen SE are kindly requested to read and acknowledge the following legal notices before going on to the pages containing documents and notifications in connection with the takeover offer.

Important Legal Information

On 24 May 2021, Vonovia SE (the Bidder) published its decision to make a voluntary public takeover offer to the shareholders of Deutsche Wohnen SE (the Deutsche Wohnen Shareholders) to acquire all shares in Deutsche Wohnen SE (the Takeover Offer).

On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG). This website will also contain the offer document as well as press releases and other information regarding the Takeover Offer, once the publication of the offer document has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Takeover Offer. The Takeover Offer will relate to shares in a company established under German and European law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.

The offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. The offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of German law. Accordingly, the offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the offer by a US holder of Deutsche Wohnen Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Deutsche Wohnen Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer.

It may be difficult for US holders of Deutsche Wohnen Shares to enforce their rights and claims arising out of the US federal securities laws, since Vonovia SE and Deutsche Wohnen SE are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Deutsche Wohnen Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates) may purchase, or conclude agreements to purchase, shares in Deutsche Wohnen SE, directly or indirectly, outside of the scope of the public Takeover Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are convertible into, exchangeable for, or exercisable for shares in Deutsche Wohnen SE These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on this website. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area may be subject to legal restrictions. The offer document and other documents related to the Takeover Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area unless in compliance with all applicable domestic and foreign statutory provisions.

An offer to acquire Deutsche Wohnen SE shares will be made solely pursuant to the terms and conditions of the Takeover Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Deutsche Wohnen SE and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms of the Takeover Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law.

I hereby confirm that I have read the above legal notices and information.

 

I CONFIRM I DO NOT CONFIRM

 

 

If you have any questions, please contact Investors Relations at Vonovia SE by telephone at +49 (0)234 314 1629 or by writing to Vonovia SE, Universitätsstraße 133, 44803 Bochum, Germany