TLG IMMOBILIEN AG announces publication of offer document for public delisting tender offer to shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft
November 05 2024 - 9:30AM
TLG IMMOBILIEN AG (“
TLG”) announces today the
publication of the offer document for the public delisting tender
offer (cash offer) to the shareholders of WCM Beteiligungs- und
Grundbesitz-Aktiengesellschaft (“
WCM”), for the
acquisition of their no-par-value bearer shares in the company
(ISIN DE000A1X3X33) as well as its non-binding English convenience
translation. These documents are available for distribution free of
charge at DZ BANK AG, Deutsche Zentral-Genossenschaftsbank, Platz
der Republik, 60325 Frankfurt am Main, Germany (requests to be made
by providing a complete address via e-mail to
ECM-syndicate@dzbank.de) as well as on TLG’s website at
https://www.tlg.de/investor-relations/delisting-offer-wcm-ag.
The acceptance period for the public delisting
tender offer begins today and will end on December 6, 2024
(end of day – 24:00h, local time in Frankfurt am Main,
Germany).
Contact:
TLG IMMOBILIEN AG
Attn.: Mr. Armin HeidenreichAlexanderstraße 110178
BerlinGermanyFax: +49 (0) 30 -
2470-7151E-mail: armin.heidenreich@tlg.de
https://www.tlg.de/
Important note:
This announcement is for information purposes
only and neither constitutes an invitation to sell, nor an offer to
purchase, securities of WCM but constitutes a legally required
announcement according to the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in
conjunction with Section 39 para. 2 sentence 3 no. 1 German Stock
Exchange Act (Börsengesetz – “BörsG”) in the context of a public
delisting tender offer (the “Offer”). The final terms and further
provisions regarding the Offer are disclosed in the offer document
that has been approved for publication by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsgsaufsicht). Investors and holders of
securities of WCM are strongly recommended to read the offer
document and all announcements in connection with the Offer as they
contain or will contain important information. The Offer will be
made exclusively under the laws of the Federal Republic of Germany,
especially under the WpÜG, the BörsG and certain provisions of the
securities laws of the United States of America applicable to
cross-border tender offers. The Offer will not be executed
according to the provisions of jurisdictions other than those of
the Federal Republic of Germany or the United States of America (to
the extent applicable). Thus, no other announcements,
registrations, admissions or approvals of the Offer outside of the
Federal Republic of Germany have been filed, arranged for or
granted. Investors in, and holders of, securities in WCM cannot
rely on having recourse to provisions for the protection of
investors in any jurisdiction other than the provisions of the
Federal Republic of Germany. Subject to the exceptions described in
the offer document as well as any exemptions that may be granted by
the relevant regulators, a public tender offer will not be made,
neither directly nor indirectly, in jurisdictions where to do so
would constitute a violation of the laws of such jurisdiction.
TLG reserves the right, to the extent legally
permitted, to directly or indirectly acquire further shares outside
the Offer on or off the stock exchange. If such further
acquisitions take place, information about such acquisitions,
stating the number of shares acquired or to be acquired and the
consideration paid or agreed on, will be published without undue
delay, if and to the extent required by the laws of the Federal
Republic of Germany or any other relevant jurisdiction.
To the extent any announcements in this document
contain forward-looking statements, such statements do not
represent facts and are characterized by the words “expect”,
“believe”, “estimate”, “intend”, “aim”, “assume” or similar
expressions. Such statements express the intentions, opinions or
current expectations and assumptions of TLG and the persons acting
together with TLG. Such forward-looking statements are based on
current plans, estimates and forecasts, which TLG and the persons
acting together with TLG have made to the best of their knowledge,
but which they do not claim to be correct in the future.
Forward-looking statements are subject to risks and uncertainties
that are difficult to predict and usually cannot be influenced by
TLG or the persons acting together with the TLG. These expectations
and forward-looking statements can turn out to be incorrect and the
actual events or consequences may differ materially from those
contained in or expressed by such forward-looking statements. TLG
and the persons acting together with TLG do not assume an
obligation to update the forward-looking statements with respect to
the actual development or incidents, basic conditions, assumptions
or other factors.
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