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Executive Board and Supervisory Boards of Deutsche EuroShop AG recommend shareholders tender their shares into offer by Oaktree and CURA

• Management Board and Supervisory Board of Deutsche EuroShop regard offer consideration as fair, adequate and attractive


• Deutsche Bank and Rothschild & Co with confirmatory fairness opinions


• Acceptance period expected to end on 7 July 2022

Hamburg, June 2022 – The Executive Board and Supervisory Board of Deutsche EuroShop AG, Hamburg (“Company”), today resolved to recommend to the Company’s shareholders to accept the voluntary public takeover offer (“Offer”) of Hercules BidCo GmbH, Munich (“Bidder”). After careful analysis and consideration of the information published in the Offer Document by the Bidder, the Management Board and the Supervisory Board regard the cash consideration offered by the Bidder in the amount of EUR 21.50 per share of the Company, which could be increased by the amount of the dividend expected to be paid for the financial year 2021 in the amount of EUR 1.00 to EUR 22.50 per share depending on the settlement date of the Offer, to be fair, adequate and attractive. Therefore, the Executive Board and the Supervisory Board welcome and support the Offer. Based on the increased offer consideration, the Offer represents a premium of 44.0% to the XETRA closing price of the Company’s share on 20 May 2022 (EUR 15.63), the last trading day prior to the publication of the Bidder’s decision to launch the Offer, and values the Company at an equity value of approximately EUR 1.4 billion.

Within the scope of their fairness opinions prepared for the Company, Deutsche Bank and Rothschild & Co also conclude that the offer consideration is fair, from a financial point of view, to the shareholders of Deutsche EuroShop AG.

The detailed joint reasoned statement of the Executive Board and the Supervisory Board of the Company pursuant to Section 27 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) is published on the Company’s website at https://www.deutsche-euroshop.com/Takeover-Offer.

Shareholders of Deutsche EuroShop AG can still accept the offer, presumably until 7 July 2022. The Offer is subject to a minimum acceptance threshold of 50.0% plus one Share (including certain shares already held by Mr. Alexander Otto and entities controlled by him, including Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co.) and certain other customary conditions, including merger control clearance of the acquisition by the European Commission or the competent authorities in individual member states of the European Union, as applicable. The transaction is expected to close in the third quarter of 2022.

 

Deutsche EuroShop - The Shopping Center Company

Deutsche EuroShop is the only public company in Germany to invest solely in shopping centers in prime locations. The SDAX-listed company currently has investments in 21 shopping centers in Germany, Austria, Poland, the Czech Republic and Hungary. The portfolio includes the Main-Taunus-Zentrum near Frankfurt, the Altmarkt-Galerie in Dresden and the Galeria Baltycka in Gdansk, among many others.