TAG Immobilien AG announces voluntary bid to take over all shares in
TAG Immobilien AG / Key word(s): Offer15.11.2010 08:30Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.---------------------------------------------------------------------------TAG Immobilien AG announces voluntary bid to take over all shares inColonia Real Estate AG, to be financed with a capital increase and theissuance of a convertible bondThe Management Board of TAG Immobilien AG, Hamburg ('TAG' in the following)today resolved, with the approval of the supervisory board, to extend avoluntary public takeover offer to the shareholders of Colonia Real EstateAG, Cologne, as defined in § 10 Abs. 1 i. V. m. §§ 29, 34 WpÜG. The objectof the offer are the bearer shares in Colonia Real Estate AG ('CRE' in thefollowing), which are traded as ISIN: DE0006338007 on the Regulated Marketsof the Frankfurt Stock Exchange (Prime Standard). In return for a sharetransfer, TAG is offering CRE shareholders a purchase price of EUR 5.55 pershare. This offer represents a premium of 30 percent per CRE share,calculated based on the average weighted market price of the share overthree months (XETRA closing price) in XETRA trading on the Frankfurt StockExchange, according to Bloomberg and before the takeover intention was madepublic. TAG Immobilien AG today published its decision to tender avoluntary takeover bid in a separate announcement in accordance with WpÜG,in parallel to this announcement.To finance this takeover, the Management Board has, with the approval ofthe supervisory board, resolved a capital increase from authorised capitalin the amount of up to approx. 11.6 million new shares. The new shares willbe offered exclusively to the shareholders in a non public offer. Therewill be no public trading in subscription rights to these shares, and nosecurities prospectus will be drawn up for the share offer. Fractionalamounts are excluded from the subscription rights. At the latest four daysbefore the subscription period ends, the new shares are scheduled to beoffered to institutional investors in an international private placementprocedure and placed by means of an accelerated bookbuilding procedure tobe managed by the Joint Lead Managers named below, pending theshareholders' exercise of their subscription rights. The final subscriptionprice and subscription ratio will be determined during the course of thisprocedure, close to the market, and published at the latest three daysbefore the end of the subscription period. The new shares will be admittedto trading on theregulated (Prime Standard) market of the Frankfurt Stock Exchange and willqualify for dividends as from 1/01/2010. For listing purposes, the companywill publish, in advance, a prospectus approved by the Federal FinancialSupervisory Authority (BaFin).Also with the approval of the supervisory board, and based on the AnnualGeneral Meeting's (authorisation) resolution of 25 June 2010, theManagement Board today resolved to issue a convertible bond in the amountof up to EUR 70 million.The conversion rights refer to bearer shares that will be made availablebased on the contingent capital authorised by the TAG Annual GeneralMeeting on 25 June 2010. The convertible bonds will be offered exclusivelyto TAG shareholders in a non-public offer. There will be no public tradingin subscription rights, and fractional amounts are excluded from thesubscription rights. The bonds will be traded over the counter on theFrankfurt Stock Exchange. Bonds not subscribed under the terms of the offerwill be offered to institutional investors by means of an internationalprivate issue. The bonds will be placed by means of a bookbuildingprocedure to be managed by the Joint Lead Managers named below, pending theshareholders' exercise of their subscription rights. The final conditionswill be determined during the course of this procedure, in particular theinterest rate, conversion price and issue price.The subscription offers for the capital increase and the convertible bonds,which should be referred to for further details, are scheduled forpublication in November 2010. The offer periods will be two weeks in eachcase.The funds expected from these measures will serve to finance the offer totake over the CRE shares. TAG aims to expand its current strategic stake ofover 21.4 percent in CRE in order to exploit synergies by merging thecompanies overlapping businesses in residential real estate and assetmanagements. It is planned to publish the takeover offer in mid-December2010 on the basis of a BaFin-approved offer document, after theabove-mentioned capital measures have been concluded.TAG will issue a separate press statement today. The press statement andthe later offer document for the takeover bid will be published online atwww.tag-ag.com.Kempen & Co. N.V., Amsterdam, as Sole Global Coordinator together withClose Brothers Seydler Bank AG, Frankfurt am Main will serve as joint leadmanagers and joint book runners of the capital increase and theconvertible bond issue.Disclaimer/ Important advisoryThis document was prepared by TAG Immobilien AG (the 'Company') solely forinformation purposes. This document is to be treated as confidential andmay neither be copied nor forwarded to any other person or published in anyother way, in whole or in part.The Company does not guarantee the accuracy of the information contained inthis document, in particular due to possible incompleteness, summarypresentations, and the possibility that it does not all contain all keyinformation about the Company. The Company has relied on publicly availableinformation on CRE without independent verification. The Company accepts noresponsibility or liability for any costs, losses or damages incurredthrough or in connection with the use of this document or excerpts thereof.This document is not an offer document or prospectus as defined by the2003/71/EC Directive ('Prospectus Directive'). This document is neither anoffer to sell shares or other securities in the Company, nor an invitationto tender offers to buy shares or other securities in the Company.Furthermore, this document and/or its content do not constitute the basisfor a contract or any other sort of obligation and shall not be regarded asinducement or basis of such an obligation. The forward-looking statementscontained in this document are current estimations and expectations by theCompany according to the best of its knowledge and judgment. The occurrenceor non-occurrence of an uncertain event can result in the actual resultsincluding the Company's assets, financial and earnings position varyingsubstantially or turning out to be more negative than those explicitly orimplicitly assumed or described in these statements.United States of AmericaThis document is not intended for persons in the United States. It may notbe sent to the United States by mail or in any other way, and shares andother securities issued by TAG Immobilien AG may not be sold to persons inthe United States.This document is neither an offer to sell nor an invitation to tenderoffers to buy or subscribe to securities in the United States. The sharesand other securities issued by TAG Immobilien AG are not and will not beregistered in accordance with the provisions of the United StatesSecurities Act of 1933 (in its latest version) or in accordance with thesecurities laws of individual states of the US. The shares and othersecurities issued by TAG Immobilien AG may not be offered or sold in theUnited States, nor may they be delivered there by direct or indirect means.The forward-looking statements contained in this document are currentestimations and expectations by the Company according to the best of itsknowledge and judgment. The occurrence or non-occurrence of an uncertainevent can result in the actual results including the Company's assets,financial and earnings position varying substantially or turning out to bemore negative than those explicitly or implicitly assumed or described inthese statements.Canada, Australia and JapanThis document is not intended for persons in Canada, Australia or Japan. Itmay not be sent to Canada, Australia or Japan by mail or in any other way,and shares and other securities issued by TAG Immobilien AG may not be soldto persons in these countries.Kontakt:TAG Immobilien AGInvestor und Public Relations Britta Lackenbauer / Dominique MannTel. +49 (0) 40 380 32 -386 / -305Fax +49 (0) 40 380 32 390ir@tag-ag.com15.11.2010 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: EnglishCompany: TAG Immobilien AG Steckelhörn 5 20457 Hamburg DeutschlandPhone: 040 380 32 300Fax: 040 380 32 390E-mail: ir@tag-ag.comInternet: www.tag-ag.comISIN: DE0008303504WKN: 830350Indices: SDAXListed: Regulierter Markt in Frankfurt (Prime Standard), München; Freiverkehr in Hamburg, Düsseldorf, Berlin, Hannover, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
