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Voluntary public takeover offer of Vonovia SE to the shareholders of
GSW Immobilien AG
Disclaimer – Legal Notices
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH VONOVIA SE REGARDS AS UNDULY ONEROUS
You have entered the website which Vonovia SE has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of GSW Immobilien AG.
Shareholders of GSW Immobilien AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the takeover offer.
Important Legal Information
On 21 September 2021, Vonovia SE (the Bidder) published its decision to make a voluntary public takeover offer to the shareholders of GSW Immobilien AG (the GSW Shareholders) to acquire all shares in GSW Immobilien AG (the Takeover Offer). On 29 October 2021, the Bidder has published the offer document after such publication was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Takeover Offer.
On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) dated 21 September 2021 as well as the offer document and other information regarding the Takeover Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Takeover Offer. The Takeover Offer relates to shares in a company established under German law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer has not and will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany.
The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany governing the conduct of such an offer. GSW Shareholders domiciled or habitually resident in the United States ("U.S. Shareholders") should note that the Takeover Offer is being made with respect to securities of a company that is a foreign private issuer within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934 as amended ("Exchange Act"), and whose shares are not registered under Section 12 of the Exchange Act.
The Takeover Offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. The Takeover Offer will be made in the United States pursuant to an exemption from the US tender offer rules and otherwise in accordance with the requirements of German law. Accordingly, the Takeover Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.
The Bidder and persons acting jointly with it within the meaning of section 2 para. 5 WpÜG or brokers (insofar as they are acting as agents of the Bidder or persons acting jointly with it within the meaning of section 2 para. 5 WpÜG) may, to the extent permitted by applicable laws or ordinances, directly or indirectly acquire shares in GSW Immobilien AG or enter into agreements to acquire shares outside of the Takeover Offer before, during or after the acceptance period of the Takeover Offer. This also applies to other securities that are convertible into, exchangeable for, or exercisable for shares in GSW Immobilien AG. These purchases can be concluded via the stock exchange at market prices or outside the stock exchange at negotiated conditions. All information on such purchases will be published in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction and on the Bidder’s website at https://en.vonovia-gsw.de. To the extent information about such purchases or purchase agreements is published in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also act in the ordinary course of trading in securities of the company, which may include purchases or agreements to purchase such securities.
U.S. Shareholders may face difficulties in enforcing their rights and claims under U.S. federal securities laws because both GSW Immobilien AG and the Bidder are domiciled outside the United States and all of their respective directors and officers are domiciled outside the United States. U.S. shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in a court outside the United States for violations of U.S. securities laws. Furthermore, difficulties may arise in enforcing judgments of a U.S. court against a company with its registered office outside the United States.
The receipt of cash pursuant to the Takeover Offer by a U.S. Shareholders may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each GSW Shareholder is urged to consult their independent professional advisor immediately regarding the tax consequences of the acceptance of the Takeover Offer. Neither the Bidder nor the persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor its or their respective directors, officers or employees assume any responsibility for any tax consequences or liabilities resulting from an acceptance of the Takeover Offer.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area may be subject to legal restrictions. The offer document and other documents related to the Takeover Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area unless in compliance with all applicable domestic and foreign statutory provisions.
An offer to acquire GSW Immobilien AG shares will be made solely pursuant to the terms of the Takeover Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in GSW Immobilien AG and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms of the Takeover Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms of the Takeover Offer to the extent permitted by law.
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