The management board and the supervisory board of Deutsche Wohnen published their joint opinion regarding Vonovia’s voluntary public takeover bid.
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"The Management Board and the Supervisory Board are of the opinion that Vonovia’s offer is not in the interest of Deutsche Wohnen, its shareholders or its employees. The two bodies are therefore advising the shareholders of Deutsche Wohnen to not accept Vonovia’s offer.
"The Management Board and the Supervisory Board consider the structure and value of the offer consideration to be inadequate. This position is supported by the advising banks, all of which conclude in their opinions that from a financial perspective the consideration is inadequate for the shareholders of Deutsche Wohnen.
"In the view of the Management Board and the Supervisory Board, the consideration offered in no way reflects the medium- to long-term value potential of the Deutsche Wohnen Group; compared with this value potential, the consideration offered constitutes a significant discount.
"The premium offered with the consideration on the stock price lies significantly below the premia paid for comparable transactions in the German residential real estate sector, and even signifies a discount against the median of analyst target share prices.
"The Management Board and the Supervisory Board believe that only 25 percent of the synergies suggested by Vonovia may in fact be realized.
"In addition, the expected synergies are disproportionate to the transaction volume of EUR 14 billion. The synergies that the Management Board and the Supervisory Board believe can be realized are furthermore offset by dis-synergies, which ultimately could lead to negative effects.
"The strategic focus of Deutsche Wohnen with respect to the portfolio and financing is highly distinct from the positioning of Vonovia.
"The Management Board and the Supervisory Board consider the strategic focus of the independent Deutsche Wohnen Group and its future prospects to be far more promising than those of Vonovia or those of the combined companies." ■