Vonovia's offer for Hembla - Supplement to the offer document published
THE OFFER REFERRED TO IN THIS PRESS RELEASE IS NOT BEING MADE, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG OR JAPAN OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER, ACCORDING TO LEGISLATION AND REGULATIONS IN SUCH JURISDICTION, WOULD BE PROHIBITED BY APPLICABLE LAW. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM) PERSONS IN THESE COUNTRIES OR PERSONS IN ANY OTHER JURISDICTIONS WHERE TENDER OF SHARES WOULD DEMAND FURTHER DOCUMENTATION, FILINGS OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED PURSUANT TO SWEDISH LAW.
SHAREHOLDERS IN THE UNITED STATES SHOULD REFER TO THE SECTION TITLED "IMPORTANT INFORMATION TO U.S. SHAREHOLDERS" AT THE END OF THIS PRESS RELEASE.
Bochum/Stockholm, 22 November 2019 – Vonovia SE  ("Vonovia"), through its indirectly wholly owned subsidiary HomeStar InvestCo AB  ("HomeStar"), announced on 7 November 2019 a mandatory cash offer (the "Offer") to the shareholders in Hembla AB (publ)  ("Hembla") to acquire all outstanding B-shares in Hembla not already held by HomeStar  at the time at a price of SEK 215  per share. The offer document regarding the Offer was published on 8 November 2019. Today, HomeStar publishes a supplement to the offer document. The acceptance period for the Offer ends on 9 December 2019 at 17.00 CET.
On 21 November 2019, Hembla published a press release with the independent committee's statement regarding the Offer and the fairness opinion regarding the Offer which has been obtained by the independent committee. As a result thereof, HomeStar has prepared a supplement to the offer document that includes the statement and the fairness opinion. The supplement has today been approved and registered by the Swedish Financial Supervisory Authority and is, together with the offer document and the acceptance form, available at Vonovia's website (https://en.vonovia-h.de) and on Skandinaviska Enskilda Banken AB's website for prospectuses and other offer documents (www.sebgroup.com/prospectuses).
The supplement should be read in conjunction with the offer document dated 8 November 2019.
For additional information, please contact:
Head of Corporate Communications
+49 234 / 314 – 1149
Head of Investor Relations
+49 234 / 314 – 1629
The information was submitted for publication on 22 November 2019 at 16:15 (CET).
Vonovia SE is Europe's leading private residential real estate company. Vonovia currently owns around 395,600 residential units in all attractive cities and regions in Germany, Austria and Sweden. It also manages around 78,350 apartments. Its portfolio is worth approximately EUR 47.8 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company's successful development. Accordingly, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company is also creating more and more new apartments by realizing infill developments and adding to existing buildings.
The company, which is based in Bochum, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed on the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of more than 10,000 employees.
Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange
Common code: 094567408
Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Court, HRB 16879
Business address of Vonovia SE: Universitaetsstrasse 133, 44803 Bochum, Germany
This press release has been published in Swedish and English. In the event of any discrepancy between the Swedish original version and the English translation, the Swedish original version shall prevail.
The Offer, pursuant to the terms and conditions presented in the offer document, is not being made to persons whose participation in the Offer requires that additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Vonovia or HomeStar. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, or by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Canada, Hong Kong, Japan or any other jurisdiction where such offer would be prohibited by applicable law or regulation (the "Restricted Territories"). This includes, but is not limited to facsimile transmission, e-mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within any of the Restricted Territories or by persons located or resident in those jurisdictions. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into the Restricted Territories or to any person from or located or resident in the Restricted Territories.
Any purported tender of shares in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in the Restricted Territories or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the Restricted Territories will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not from any of the Restricted Territories and is not located or resident in any of the Restricted Territories and is not participating in such Offer from any of the Restricted Territories or that it is acting on a non-discretionary basis for a principal that is not from any of the Restricted Territories, that is located outside the Restricted Territories and that is not giving an order to participate in the Offer from those jurisdictions. HomeStar will not deliver any consideration from the Offer into the Restricted Territories.
Shareholders of Hembla should read the offer document and the supplement to the offer document relating to the Offer carefully, since they contain important information about the Offer.
Important information to U.S. shareholders
The Offer described in this announcement is made for the shares in Hembla, a Swedish limited liability company. The Offer will be made in the United States pursuant to an exemption from certain U.S. tender offer rules provided by Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), in compliance with Section 14(e) of the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.
It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since Vonovia, HomeStar and Hembla are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.
The receipt of cash pursuant to the Offer by shareholders who are U.S. taxpayers may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Offer.
In accordance with normal Swedish practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Vonovia, HomeStar and its affiliates or brokers (acting as agents for Vonovia and HomeStar or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase outside the United States, shares in Hembla that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed to U.S. shareholders in Hembla. In addition, the financial advisors to Vonovia and HomeStar, may also engage in ordinary course trading activities in securities of Hembla, which may include purchases or arrangements to purchase such securities.
For purposes of this section "United States" and "U.S." means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia).
To the extent this press release contains 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 Vonovia and HomeStar, for example with regard to the potential consequences of the transaction or the Offer for Hembla, for those shareholders of Hembla who choose not to accept the Offer or for future financial results of Hembla. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia and HomeStar has made to the best of their knowledge, but which 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 Vonovia or HomeStar. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
 Registered with the commercial register (Ger. Handelsregister) of the local court (Ger. Amtsgericht) of Bochum, Germany, with registration number HRB 16879.
 A private limited liability company with registered office in Stockholm, registration number 559152-5372.
 Registration number 556498-9449.
 As per 7 November 2019 (the day of the Offer), HomeStar held a total of 6,136,989 A-shares and 53,528,573 B‑shares in Hembla.
 If Hembla pays dividends or makes any other distributions to shareholders, for which the record date occurs prior to the settlement of the Offer, the price in the Offer will be reduced accordingly.