DGAP-News: Deutsche Wohnen AG: Deutsche Wohnen AG publishes exchange offer to GSW shareholders - acceptance period starts

DGAP-News: Deutsche Wohnen AG: Deutsche Wohnen AG publishes exchange offer to 
GSW shareholders - acceptance period starts

DGAP-News: Deutsche Wohnen AG / Key word(s): Offer
Deutsche Wohnen AG: Deutsche Wohnen AG publishes exchange offer to GSW
shareholders - acceptance period starts

02.10.2013 / 07:11

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THE USA OR SUCH JURISDICTION.

Deutsche Wohnen AG publishes exchange offer to GSW shareholders -
acceptance period starts

Frankfurt am Main/Berlin, 02 October 2013. Today, Deutsche Wohnen AG
published the offer document for the public exchange offer to acquire all
outstanding shares of GSW Immobilien AG. Effective immediately, GSW
shareholders can exchange for each GSW share 2.55 shares in Deutsche
Wohnen. To do so, they must issue a written declaration to their respective
custodian bank. The acceptance period will end at midnight (CET) on 30
October 2013.

The takeover offer is subject to several conditions, for instance a minimum
acceptance ratio of 75 percent of the outstanding shares in GSW and the
registration of the implementation of the capital increase.
The offer document was prepared on the basis of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz/WpÜG)
and approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht/BaFin). Effective
immediately, the offer document is available for download at the investor
relations section of www.deutsche-wohnen.com. In addition, further
information may be accessed on the same website.

Furthermore, copies of the offer document are available free of charge from
Deutsche Bank Aktiengesellschaft, TSS-Global Equity Services, Post-IPO
Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (orders by fax
+49 (0)69 910 3 87 94 stating a full postal mail address).
 
Deutsche Wohnen

Deutsche Wohnen is one of the largest publicly listed residential property
companies in Germany with a business focus on managing and developing its
residential property portfolio. As of 30 June 2013 the portfolio comprised
around 90,600 units in total, of which 89,500 are residential units and
1,100 are commercial properties. The company is listed in the Deutsche
Börse's MDAX and is also included in the leading indices EPRA/NAREIT and
GPR 250.


Disclaimer 

This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange GSW Immobilien AG shares. Moreover, the announcement is
neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen
shares. The final terms and further provisions regarding the public
takeover offer are disclosed in the offer document, the publication of
which has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and
holders of GSW Immobilien AG shares are strongly recommended to read the
offer document and all announcements in connection with the public takeover
offer as they contain or will contain important information.
Subject to the exceptions described in the offer document, a public
takeover offer is not being made directly or indirectly, in or into the USA
or any other jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction. The takeover offer is carried out under
exclusion of the use of the mails or any other means or instruments of
interstate or foreign commerce (inter alia, transmission by facsimile,
telephone or internet) in the USA and under exclusion of any facility of a
national securities exchange of the USA. Accordingly, the sending or any
other distribution of this announcement or any other accompanying document
by mail, their forwarding or transmission in or into the USA or any other
jurisdiction, where to do so would constitute a violation of the laws of
such jurisdiction, is not permitted.

The Deutsche Wohnen shares have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, or with any securities
regulatory authority of any state or any other jurisdiction of the USA.
Therefore, subject to certain exceptions, Deutsche Wohnen shares may not be
offered within the USA. There is no public offering of the Deutsche Wohnen
shares in the USA.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, Deutsche Wohnen AG or its brokers
may purchase, or conclude agreements to purchase, GSW Immobilien AG shares,
directly or indirectly, outside of the scope of the public takeover offer,
before, during or after the acceptance or any additional acceptance period.
This applies to other securities that are directly convertible into,
exchangeable for, or exercisable for GSW Immobilien AG shares. These
purchases may be completed via the stock exchange at market prices or
outside the stock exchange at negotiated conditions. Any information on
such purchases will be disclosed as required by law or regulation in
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 'will', 'expect', 'believe', 'estimate', 'intend', 'aim',
'assume' or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of Deutsche Wohnen AG and
the persons acting together with Deutsche Wohnen AG. Such forward-looking
statements are based on current plans, estimates and forecasts, which
Deutsche Wohnen AG and the persons acting together with Deutsche Wohnen AG
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 Deutsche Wohnen AG or the persons acting together with
Deutsche Wohnen AG. It should be kept in mind that the actual events or
consequences may materially differ from those contained in or expressed by
such forward-looking statements.


Contact:
+49 (0)30 / 89786 - 551 


End of Corporate News

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02.10.2013 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
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Language:    English                                               
Company:     Deutsche Wohnen AG                                    
             Pfaffenwiese 300                                      
             65929 Frankfurt                                       
             Germany                                               
Phone:       +49 (0)30 89786-0                                     
Fax:         +49 (0)30 89786-507                                   
E-mail:      ir@deutsche-wohnen.com                                
Internet:    http://www.deutsche-wohnen.com                        
ISIN:        DE000A0HN5C6, DE0006283302                            
WKN:         A0HN5C, 628330                                        
Indices:     MDAX                                                  
Listed:      Regulierter Markt in Frankfurt (Prime Standard);      
             Freiverkehr in Berlin, Düsseldorf, Hamburg, München,  
             Stuttgart                                             
 
 
End of News    DGAP News-Service  
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233004 02.10.2013                                                      
 
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