Austria/Germany: Schoenherr advises BUWOG on the public takeover bid of VONOVIA

On 18 December 2017, the two companies have signed a "Business Combination Agreement" for the combination of the two companies. 
The takeover offer, which is expected to be published at the beginning of February 2018, values BUWOG at around EUR 5.2bn (enterprise value), taking into account potential newly issued shares from a conversion of the convertible bonds issued by BUWOG. The Management Board and the Supervisory Board of BUWOG support the offer.
 
VONOVIA has announced, that it intends to make a voluntary public takeover offer for all outstanding shares. Shareholders are to be offered EUR 29.05 in cash per BUWOG share. The offer will also be addressed to the holders of BUWOG's convertible bonds, who are to be offered EUR 115,753.65 in cash for each convertible bond with a nominal value of EUR 100,000 during the initial acceptance period.
 
The completion of the takeover offer will be subject to the statutory minimum acceptance threshold of 50 percent plus 1 share, the condition of the antitrust clearance in Germany and Austria as well as other customary closing conditions, the details of which will be set out in the offer document. If the takeover bid is successful, completion is expected by mid-March 2018.
 
The aim is to combine BUWOG's residential portfolio (around 49,000 apartments) with VONOVIA's residential portfolio (around 350,000 apartments).
 
BUWOG is the leading German-Austrian full-service provider in the residential real estate sector. The real estate portfolio comprises more than 49,200 portfolio units and is located in Germany and Austria. BUWOG's shares have been listed on the stock exchanges in Frankfurt am Main, Vienna, and Warsaw since the end of April 2014.
 
The advising Schoenherr team
 
BUWOG is being advised by Christian Herbst (partner, corporate/m&a); Robert Bachner (partner, corporate/m&a); and Sascha Schulz (counsel, corporate/m&a). Goldman Sachs is the sole financial advisor to BUWOG.