Prime Office REIT-AG
Prime Office REIT-AG announces signing of the business combination agreement and the merger agreement with OCM German Real Estate Holding AG
Prime Office REIT-AG / Key word(s): Merger 07.08.2013 23:53 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Prime Office REIT-AG announces signing of the business combination agreement and the merger agreement with OCM German Real Estate Holding AG On 7 August 2013, Prime Office REIT-AG and OCM German Real Estate Holding AG entered into a business combination agreement. According to this agreement, Prime Office REIT-AG as the transferring entity is to be merged with OCM German Real Estate Holding AG as the acquiring entity; the entity resulting from the merger will retain the name 'Prime Office'. On the same date, the aforementioned companies also entered into a merger agreement to implement the business combination agreement. Both companies' supervisory bodies have already approved both the business combination agreement and the merger agreement. By merging, Prime Office REIT-AG and OCM German Real Estate Holding AG aim to create a leading German office property company that is focused on continued internal and external portfolio growth. The medium-term plan is for the merged company to become listed in the MDAX-Index of Deutsche Börse. Under the business combination agreement and the merger agreement, the shareholders of Prime Office REIT-AG will receive one share of OCM German Real Estate Holding AG for each share of Prime Office REIT-AG as consideration for the transfer of the assets of Prime Office REIT-AG in connection with the merger. The parties have agreed that OCM German Real Estate Holding AG will raise its share capital to EUR 82,000,000 from retained earnings before the merger takes effect. This corresponds to relative values of 38.78% (Prime Office REIT-AG) and 61.22% (OCM German Real Estate Holding AG). The company valuations carried out by KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Hamburg branch, at the behest of both parties resulted in a less favorable ratio for Prime Office REIT-AG shareholders of 37.99% (Prime Office REIT-AG) to 62.01% (OCM German Real Estate Holding AG). Before the merger is recorded in the Commercial Register, OCM German Real Estate Holding AG will apply for admission of its shares to trading on the Regulated Market of the Frankfurt Stock Exchange with additional obligations arising from admission. This will ensure that its shares are listed and tradable immediately after the merger has taken effect and a sufficient amount of free float has been achieved. There are no plans for OCM German Real Estate Holding AG to obtain REIT status after the merger has taken effect. The Management Board of the merged entity will consist of the previous sole member of the Management Board of OCM German Real Estate Holding AG, Mr. Jürgen Overath, and the current Chief Financial Officer of Prime Office REIT-AG, Mr. Alexander von Cramm. To take effect, the merger must be approved by the annual general meetings of Prime Office REIT-AG and OCM German Real Estate Holding AG. The annual general meeting of Prime Office REIT-AG that had been convened for 21 August 2013 will be cancelled in order to avoid additional costs for holding two annual general meetings. Instead, Prime Office REIT-AG is expected to hold an annual general meeting on 24 September 2013, which, in addition to transacting all items provided for in the agenda for the annual general meeting on 21 August 2013, will be asked to approve the business combination agreement and the merger agreement. The merger is subject to additional conditions precedent and requires antitrust clearance by the Bundeskartellamt before it can take effect. Properties of Prime Office REIT-AG and OCM German Real Estate Holding AG worth approx. EUR 250 million are to be sold under a special divestment program. This includes the sale of Prime Office REIT-AG's Süddeutsche Verlag and Hufelandstraße properties in Munich. In addition, the Ludwig-Erhard-Anlage property of Prime Office REIT-AG in Frankfurt/Main is to be sold, in whole or in part and/or will be transferred into a different type of use together with a project developer, after the merger. In order to ensure that the entity resulting from the merger is adequately capitalized, a capital increase from authorized capital is to be carried out preserving the shareholders' subscription rights; the capital increase is expected to generate a cash inflow of EUR 125 million to EUR 175 million. Contact Prime Office REIT-AG Richard Berg Director Investor Relations / Corporate Communications Hopfenstraße 4 80335 Munich Telephone +49. 89. 710 40 90 40 Facsimile +49. 89. 710 40 90 99 Email richard.berg@prime-office.de 07.08.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Prime Office REIT-AG Hopfenstraße 4 80335 München Germany Phone: +49 (0)89 7104090 40 Fax: +49 (0)89 7104090 99 E-mail: richard.berg@prime-office.ag Internet: www.prime-office.ag ISIN: DE000PRME012 WKN: PRME01 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard), München, Stuttgart; Freiverkehr in Berlin, Düsseldorf End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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