Deutsche Industrie REIT-AG: CTP N.V. announces delisting offer with voluntary share consideration

Conclusion of an agreement in principle (Business Combination Agreement)

Potsdam (pta006/26.10.2021/08:38 UTC+2)

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Press release

CTP N.V. announces delisting offer for Deutsche Industrie REIT-AG with voluntary share consideration / Conclusion of a Business Combination Agreement / Leading listed specialist for logistics and corporate/light industrial real estate in Europe with combined real estate portfolio of more than €7 billion 

Potsdam, 26 October 2021 – Deutsche Industrie REIT-AG ("DIR") and CTP N.V. ("CTP") have today signed an agreement in principle regarding the combination of both companies (Business Combination Agreement). In this context, CTP has announced its intention to make a voluntary public takeover offer to the shareholders of DIR for all outstanding shares of DIR ("DIR Shares") in accordance with the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), which at the same time fulfils the requirements of a delisting offer under the Stock Exchange Act (Börsengesetz) (the "Offer"). 

Subject to the determination of the minimum price by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht / BaFin) and the final terms set out in the Offer Document to be published, CTP intends to offer a cash consideration in the amount of €17.12 per DIR Share. As voluntary alternative consideration available at the discretion of each accepting shareholder, CTP intends to offer 5 new shares in CTP ("Offer Shares") in exchange for 4 DIR Shares (equivalent to 1.25 shares in CTP for each DIR Share tendered) ("Share Consideration"). The Offer Shares will be issued with the same dividend rights as the currently issued shares of CTP and are to be created through a capital increase utilizing authorized capital of CTP. The shares of CTP are listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. (ISIN: NL00150006R6), where the Offer Shares will be admitted to trading as well. The Offer will simultaneously fulfil the requirements of a delisting offer under the provisions of the Stock Exchange Act (Börsengesetz), which is necessary for the revocation of the admission of the DIR Shares to trading on the regulated market of the Berlin Stock Exchange and the Frankfurt Stock Exchange (Prime Standard) ("Delisting"). The Offer will therefore not be subject to any closing conditions.

The Share Consideration under the Offer corresponds – based on the closing prices of CTP and DIR as of 25 October 2021 - to a notional equivalent of €24.94 per DIR Share, representing a premium of approximately 48.0%. Based on the volume-weighted average price of the DIR Share during the last three months (3-month VWAP) and during the last six months (6-month VWAP), the premium of the Share Consideration under the Offer amounts to approximately 45.7% and approximately 48.0%, respectively. DIR Shareholders opting for the cash consideration under the Offer will instead receive the statutory minimum price for a delisting takeover offer, which is expected to be €17.12 per DIR Share (subject to the final determination of the minimum price by BaFin).

In the Business Combination Agreement, DIR and CTP have set forth their common understanding with respect to the economic and strategic background of the transaction, the course of the Offer, the fundamental support of the Offer by DIR's Management Board and Supervisory Board, and the common understanding with respect to the future business cooperation between the parties. In this agreement, DIR has committed to CTP to apply for a delisting of DIR to the extent legally permissible. In this connection, it is planned to hold an extraordinary general meeting of DIR to resolve on the termination of its status as a REIT corporation and the necessary amendments to its articles of association. The headquarters of the combined company will remain in Utrecht after the merger, while the German business will be managed from DIR's headquarters in Potsdam . The Business Combination Agreement also sets out governance principles for the combined company.

The Management Board and the Supervisory Board of DIR welcome the Offer and intend to support it on the basis of the Agreement in Principle and within the scope of their legal obligations, subject to a review of the complete Offer Document as well as further conditions, and to recommend to the shareholders that they accept it in return for the Share Consideration. 

The completion of the offer will create a leading pan-European listed real estate group for logistics and corporate/light industrial real estate with a combined portfolio of over €7,2 billion and extensive project development activity for its own portfolio. For CTP, the transaction offers the opportunity to enter the German market, where CTP has previously not been present.

DIR went public in December 2017 as an investment company specialising in the value-creating management of corporate/light industrial real estate. After obtaining G-REIT status in January 2018, its portfolio has grown to currently 89 properties with a fair market value as at 30 June 2021 of approximately €798 million. DIR currently has a market capitalisation of around €540 million. 

Rolf Elgeti, CEO of DIR, is convinced: "This transaction creates significant value for DIR shareholders at the right time - on the one hand through the attractive exchange ratio and on the other hand through the opportunity to participate as future shareholders of CTP in the further growth of the combined company in one of the most exciting real estate segments in Europe. The broadening of the capital base and operating platform offers promising prospects for taking the three key competitive success factors - namely product access, capital cost optimization and sustainability - to a new level." 

Sonja Petersen, CIO, and René Bergmann, CFO, add: "With CTP, we are teaming up with a strategic partner that has demonstrated impressive development both operationally and on the capital market. DIR and its shareholders will be able to substantially benefit from the pan-European positioning of CTP's portfolio and network as well as its development expertise." 

The transaction is expected to close in early 2022. Thereafter, CTP plans to merge DIR into CTP on a cross-border basis.

The Offer is supported by approximately 56% of DIR shareholders, which include companies controlled by DIR's Chief Executive Officer, through various agreements with CTP, including irrevocable tender agreements and non-tender agreements.

On behalf of DIR, VICTORIAPARTNERS is acting as financial advisor and Noerr as legal advisor on the transaction.

IMPORTANT NOTICE

This press release is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of Deutsche Industrie REIT-AG ("DIR"). The final terms and further provisions regarding the Offer will be disclosed in the offer document after its publication has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of securities of DIR are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, since they will contain important information.

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 DIR. Such forward-looking statements are based on current plans, estimates and forecasts, which DIR has 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 DIR. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. DIR does not assume an obligation to update the forward-looking statements with respect to the actual development of incidents, basic conditions, assumptions or other factors.

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Emitter:	Deutsche Industrie REIT-AG August-Bebel-Str. 68 14482 Potsdam Germany
Contact Person:	René Bergmann
Phone:	+49 331 740 076 535
E-Mail:	rb@deutsche-industrie-reit.de
Website:	www.deutsche-industrie-reit.de
ISIN(s):	DE000A2G9LL1 (Share) DE000A2GS3T9 (Bond) DE000A2YNQU1 (Bond)
Stock Exchange(s):	Regulated Market in Berlin, Frankfurt