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Deutsche Wohnen:Minority shareholder buyout (DPLTA): Difference between revisions
Deutsche Wohnen:Minority shareholder buyout (DPLTA) (view source)
Revision as of 18:45, 19 September 2024
, 19 September 2024→Deutsche Wohnen AG and GSW Immobilien DPLTA
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* On November 7, 2013, Deutsche Wohnen Completed the takeover of 92.02% of outstanding share and voting rights held by GSW Immobilien shareholders<ref>https://ir.deutsche-wohnen.com/dewohnen/assets/pdf/hv2014/20140430_JointReport_of_the_ManagementBoards_DWAG-GSW_Convenience-Translation.pdf</ref>. | * On November 7, 2013, Deutsche Wohnen Completed the takeover of 92.02% of outstanding share and voting rights held by GSW Immobilien shareholders<ref>https://ir.deutsche-wohnen.com/dewohnen/assets/pdf/hv2014/20140430_JointReport_of_the_ManagementBoards_DWAG-GSW_Convenience-Translation.pdf</ref>. | ||
* On March 7, 2014, management of the two companies agreed to conclude a domination and profit and loss sharing agreement (DPLTA). | * On March 7, 2014, management of the two companies agreed to conclude a domination and profit and loss sharing agreement (DPLTA). | ||
* The DPLTA offered GSW Immobilien minority shareholders the following: guaranteed dividend in the amount of EUR 1.40 (EUR 1.66 per share gross) and 7 shares of Deutsche Wohnen in exchange for 3 shares of GSW Immobilien. | * The DPLTA offered GSW Immobilien minority shareholders the following: guaranteed dividend in the amount of EUR 1.40 (EUR 1.66 per share gross)-for those who don't want to exchange their shares and 7 shares of Deutsche Wohnen in exchange for 3 shares of GSW Immobilien. | ||
* The guaranteed dividend were based on a 2003 court ruling which stated that it should be equal to the "prospective distributable gross share in profit per share as a fixed amount." | * The guaranteed dividend were based on a 2003 court ruling which stated that it should be equal to the "prospective distributable gross share in profit per share as a fixed amount." | ||
* Using the income approach, an independent expert established that the enterprise value of Deutsche Wohnen was around EUR 4,392.4 million (EUR 15.35 per share) while that of GSW was around EUR 1,989.4 million (EUR 35.10 per share). This arrived at a share exchange ratio of 1:2.29. The expert also established that the weighted average price for the three months before announcement of DPLTA on March 7, 2024 was EUR 29.54 for GSW Immobilien AG shares and EUR 14.46 for Deutsche Wohnen AG shares, a ratio of 1:2.04. As a result, the first ratio was used as stipulated in the German securities act. | * Using the income approach, an independent expert established that the enterprise value of Deutsche Wohnen was around EUR 4,392.4 million (EUR 15.35 per share) while that of GSW was around EUR 1,989.4 million (EUR 35.10 per share). This arrived at a share exchange ratio of 1:2.29. The expert also established that the weighted average price for the three months before announcement of DPLTA on March 7, 2024 was EUR 29.54 for GSW Immobilien AG shares and EUR 14.46 for Deutsche Wohnen AG shares, a ratio of 1:2.04. As a result, the first ratio was used as stipulated in the German securities act. | ||