GAGFAH : Board of Directors of GAGFAH S.A. recommends acceptance of public takeover offer by Deutsche Annington Immobilien SE

GAGFAH S.A. / Key word(s): Miscellaneous

23.12.2014 / 15:54

Press release December 23, 2014
GAGFAH S.A.
2-4, rue Beck
L-1222 Luxembourg

ISIN: LU0269583422
Frankfurt Stock Exchange (Ticker symbol: GFJ)
Regulated market (Prime Standard)

Board of Directors of GAGFAH S.A. recommends acceptance of public takeover offer by Deutsche Annington Immobilien SE

Luxembourg, December 23, 2014 - The Board of Directors of GAGFAH S.A. (GAGFAH) is advising shareholders to accept the voluntary public takeover offer from Deutsche Annington Immobilien SE ("Deutsche Annington"). In a statement released today pursuant to Section 27 Par. 1 of the Securities Acquisition and Takeover Act (WpÜG), the Board concludes that the bidder's offer - EUR 18.00 per GAGFAH share (based on the XETRA closing of the Deutsche Annington share on November 28, 2014) - represents a fair compensation. This assessment is supported by fairness opinions prepared by Bank of America Merrill Lynch, Deutsche Bank and Rothschild.

As announced on December 1, 2014, Deutsche Annington Immobilien SE has offered the shareholders of GAGFAH a cash payment of EUR 122.52 plus five new Deutsche Annington shares in exchange for every 14 GAGFAH shares. As compared with historical GAGFAH share prices prior to the publication of the offer, the consideration offered represents a substantial premium. Detailed calculations in that regard are provided in Chapter VII of the statement released by the Board of Directors today.

Prior to the announcement by Deutsche Annington of its plan to launch a public takeover, the two companies entered into an agreement in principle that the merger of the two companies would take place through a dialogue in a spirit of partnership, with full consideration of both companies' interests. The goal of the merger is to combine the strengths of each of them to build a competitive company, generate the greatest possible value and utilize synergy effects.

In accordance with the agreement in principle, Deutsche Annington has affirmed that the committed and motivated staff of both companies will form the foundation for the future success of the merged company. The execution of the offer will have no direct impact on the employment contracts and conditions of employees of the GAGFAH Group. The employment relationships will continue with the same employer and with unchanged contents. Another important factor for the decision by the Board of Directors was Deutsche Annington's full recognition of the existing collective agreements in the agreement in principle.

In addition, every effort will be made to avoid redundancies through placements in the Group employment market as well as training measures. Another decisive aspect from the standpoint of the Board of Directors is the commitment by Deutsche Annington to comply with employee protection regulations under the Social Charter and the purchase agreements for their respective periods of validity.

Any structural or integration measures after implementation of the offer will be drawn up by an integration committee jointly established by GAGFAH and Deutsche Annington. The joint integration committee will coordinate the integration of the divisions of GAGFAH and Deutsche Annington in accordance with the agreement in principle. The committee will be made up of Thomas Zinnöcker, the CEO of the GAGFAH GROUP, and Rolf Buch, the CEO of Deutsche Annington. After completion of the planned merger, the bodies of the merged entity will include representatives from both companies.

The timetable calls for the concept phase for the integration to be completed by the end of 2015. The necessary steps to position the company to utilize the identified synergy and efficiency opportunities, along with the required adjustments to the processes, operational procedures and organizational structures, will be largely completed within a six-month implementation phase.

The statement issued by the Board of Directors of GAGFAH S.A. is available under Investor Relations on the company's website (www.gagfah.com; German version, English version will follow shortly). The statement can also be requested free of charge from GAGFAH GmbH (postal address: Prinzeß-Luise-Straße 33, 45479 Mülheim an der Ruhr, Tel: +49 (0) 201 - 1751-221; Fax: +49 (0) 201 - 1751-217) by providing a postal or e-mail address. In addition, please note the publication of an official announcement in the Federal Gazette on or around December 24, 2014.

Contact
GAGFAH S.A.
Investor Relations
Rene Hoffmann
2-4, rue Beck
L-1222 Luxembourg
Tel.: [phone]
[e-mail]
www.gagfah.com
R.C.S. Luxembourg B 109.526

Media
Dirk T. Schmitt
[phone]
[e-mail]

About GAGFAH S.A.

GAGFAH S.A. is a joint stock corporation organized under the laws of the Grand Duchy of Luxembourg qualifying as a securitization company under the Luxembourg Securitization Law of March 22, 2004. The core business of GAGFAH S.A.'s operating subsidiaries is the ownership and management of a geographically diversified and well maintained residential property portfolio located throughout Germany.

With a portfolio of more than 140,000 apartments, located mainly in major German cities and their surrounding areas, GAGFAH is one of the largest companies dedicated to the ownership and management of residential property in Germany. We believe that our size, our significant presence in the key residential markets and our scalable operating platform make us one of the leading providers of affordable housing for low- to medium-income households in Germany. Our operating subsidiaries are full-scale service providers for a broad range of property and facility management services.

Our objective is to generate shareholder value through sustainable and growing cash flows, increasing net asset value and sustainable dividends by efficiently managing our portfolio, carrying out value-enhancing property investments, pursuing accretive growth opportunities, and realizing value through selected asset sales.

23.12.2014 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.

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