Vonovia drops key condition to secure Deutsche Wohnen takeover

DUESSELDORF (Reuters) – German property group Vonovia SE on Monday ditched a requirement for a majority of shareholders to back its takeover bid for Deutsche Wohnen SE, in a move CEO Rolf Buch said meant the deal could no longer fail.

FILE PHOTO: Rolf Buch, CEO of German real estate company Vonovia, before the annual general meeting in Bochum, Germany, May 16, 2019. REUTERS/Leon Kuegeler

Vonovia’s offer of 53 euros per share, which values Deutsche Wohnen at 19.1 billion euros ($22.5 billion), is no longer subject to gaining the support of more than 50% of shareholders, the target company said in a statement.

“Vonovia has waived the minimum acceptance threshold and all other closing conditions of its takeover offer to the shareholders of Deutsche Wohnen,” Deutsche Wohnen said, adding it saw no reason to withhold its consent to the waiver.

The minimum acceptance period for the offer, originally set at Sept. 20, will now be extended to Oct. 4.

“The transaction cannot fail over the conditions,” Buch told Reuters in a telephone interview.

Vonovia’s bid to create a property empire spanning 550,000 apartments has struggled to reach the finishing line, even after being sweetened, in part due to the intricate rules governing takeovers in Germany.

One problem is that such bids attract arbitrageurs playing the so-called back-end game who hope to extract a higher price later in the proceedings. Another is that passive funds typically have their hands tied on voting until the outcome is clear.

Vonovia said it had secured control over more than 40% of Deutsche Wohnen shares, not including a further 4% it can acquire following completion of the takeover offer.

“We will see how many it turns out to be in the end,” Buch said. Should acceptances remain below 50%, he added, Vonovia would be able to raise its stake in Deutsche Wohnen by underwriting a capital raise or by buying shares on the market.

With Vonovia in the driver’s seat, shareholders of Deutsche Wohnen could say goodbye to dividend payments for the foreseeable future, Buch said in a warning to the holdouts.

The latest bid is the third attempt by Vonovia to swallow Deutsche Wohnen, following an initial approach five years ago and a renewed offer this summer.

The merger is controversial because of broad public concerns over rising rents here – a hot-button issue ahead of a general election here on Sept. 26, especially in the capital Berlin which has sought to impose rent controls.

To appease the critics, Buch has pledged to sell 14,000 apartments to the Berlin city authorities, build new flats and curb rent increases through 2026. On the same day as the general election, Berliners will vote in a referendum calling for legislation to empower city hall to expropriate major landlords.

($1 = 0.8474 euro)

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