Takeover Bids | 16 June 2015 08:00

Takeover Offer <DE000A0LD2U1>; <DE000PRME020>

Target company: DO Deutsche Office AG; Bidder: alstria office REIT-AG

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

Publication of the decision to make a voluntary public takeover offer
pursuant to Sec. 10 paras. 1 and 3 in conjunction with Sec. 29 para. 1, 34
of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz, WpÜG)

Bidder:

alstria office REIT-AG
Bäckerbreitergang 75
20355 Hamburg
Germany
registered in the commercial register of the local court of Hamburg under
HRB 99204

ISIN: DE000A0LD2U1
WKN: A0LD2U

Target company:

DO Deutsche Office AG
Maarweg 165
50825 Köln
Germany
registered in the commercial register of the local court of Cologne under
HRB 67370

ISIN: DE000PRME020
WKN: PRME02

On 16 June 2015, alstria office REIT-AG decided to make an offer to all
shareholders of DO Deutsche Office AG with seat (Sitz) in Cologne to
acquire their no-par value bearer shares in DO Deutsche Office AG, each
having a proportional amount of the registered share capital of EUR 1.00
(ISIN DE000PRME020) (the Deutsche Office Shares), by way of a voluntary
public takeover offer (in the form of an exchange offer).

In exchange for one Deutsche Office Share tendered to alstria office
REIT-AG, alstria office REIT-AG intends to offer 0,381 new no-par value
bearer shares in alstria office REIT-AG as consideration, each having a
proportional amount of the registered share capital in alstria office
REIT-AG of EUR 1.00 with dividend rights as of January 1, 2015 (the alstria
Shares). This offer will be made subject to the final determination of the
minimum price and the final terms set forth in the offer document. alstria
office REIT-AG will appoint trustees for the required capital increase (the
Capital Increase).

The public takeover offer will presumably be made subject to, inter alia, a
minimum acceptance rate of 69.6% of the outstanding Deutsche Office-Shares,
the absence of a material adverse effect and of material compliance
violations as well as the registration of the implementation of the Capital
Increase. Otherwise, the public takeover offer will be made in accordance
with the terms and conditions set out in the offer document. Insofar as
legally permissible, alstria office REIT-AG reserves the right to deviate
in the final terms of the public takeover offer from the basic information
described herein.

On the date hereof, alstria office REIT-AG entered into an agreement with
OCM Luxembourg VII Homer Holdings S.à r.l., OCM Luxembourg EPOF II Homer
Holdings S.à r.l., OCM Luxembourg OPPS Herkules Holdings S.à r.l., OCM
Luxembourg EOPF Herkules S.à r.l., OCM Luxembourg POF IV Herkules Holdings
and AMHERST S.à r.l. (together the Majority Shareholders) regarding the
Deutsche Office Shares held by the Majority Shareholders (the Undertaking
Agreement). Pursuant to the Undertaking Agreement, the Majority
Shareholders irrevocably undertake to tender their Deutsche Office Shares,
except for a part of up to 5.4% of the respective share capital of DO
Deutsche Office AG, into the public takeover offer. Following the
implementation of the takeover offer, and subject to certain restructuring
measures within the Deutsche Office group that are necessary from a tax
perspective, alstria office REIT-AG has the right to demand from the
Majority Shareholders the transfer of such Deutsche Office Shares which
were not tendered into the public takeover offer against the issuance of
alstria Shares, to the extent that the total shareholding of alstria office
REIT-AG does not reach 94.6% of the respective issued share capital of DO
Deutsche Office AG (the Call Option). The Majority Shareholders have the
corresponding right, additionally subject to the registration of the
necessary capital increase, to demand from alstria office REIT-AG the
acquisition of the Deutsche Office Shares which were not tendered into the
exchange offer (the Put Option). By way of the minimum acceptance rate of
69.6% together with the Call Option alstria office REIT-AG receives access
to at least 75% of the Deutsche Office Shares following the closing of the
Exchange Offer. The Put Option becomes exercisable irrespective of the
percentage of Deutsche Office Shares held by alstria office REIT-AG upon
the implementation of a legal structure allowing for the acquisition of the
remaining Deutsche Office Shares without triggering real estate transfer
tax (Grunderwerbsteuer) on the level of the subsidiaries of DO Deutsche
Office AG.

The offer document will be published on the internet following clearance by
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) at:

http://www.alstria.de under the heading Investors

Important information:

This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange Deutsche Office Shares. Moreover, this announcement is
neither an offer to purchase nor a solicitation to purchase asltria Shares.
The final terms and further provisions regarding the public takeover offer
will be disclosed in the offer document after the publication has been
approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). alstria office REIT-AG
reserves the right to deviate in the final terms of the public takeover
offer from the basic information described herein. Investors and holders of
Deutsche Office Shares are strongly recommended to read the offer document
and all documents in connection with the public takeover offer as soon as
they are published, since they will contain important information.

Subject to the exceptions described in the offer document as well as any
exemptions that may be granted by the relevant regulators, a public
takeover offer will not be made, neither directly nor indirectly, in
jurisdiction where to do so would constitute a violation of the laws of
such jurisdiction.

The alstria Shares have not been nor will they be registered under the U.S.
Securities Act of 1933, as amended, or with any securities regulatory
authority of a state or any other jurisdiction in the USA. Therefore,
subject to certain exceptions, alstria Shares must not be offered or sold
within the USA or any other jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction. There will be no registration
of the alstria Shares mentioned in this announcement pursuant to the
relevant laws in the USA. If and to the extent, in the opinion of alstria
office REIT-AG, alstria Shares may not be offered or delivered to a U.S.
shareholder according to the U.S. Securities Act of 1933, such U.S.
shareholder that validly accepts the offer will receive, in lieu of alstria
Shares to which it would otherwise be entitled, the cash proceeds in Euro
from the sale of the respective amount of alstria Shares.

If this announcement contains forward-looking statements, also with respect
to the takeover offer, such statements do not represent facts and are
characterized by the words ‘will’, ‘expect’, ‘believe’, ‘estimate’,
‘intend’, ‘aim’, ‘assume’ or similar expressions. Such forward-looking
statements express the intentions, opinions or current expectations and
assumptions of alstria office REIT-AG and the persons acting together with
alstria office REIT-AG. Such forward-looking statements are based on
current plans, estimates and forecasts which alstria office REIT-AG and the
persons acting together with alstria office REIT-AG have 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, uncertainties and changes
in the accompanying circumstances that are difficult to predict and usually
cannot be influenced by alstria office REIT-AG or the persons acting
together with alstria office REIT-AG. 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. alstria office REIT-AG and
the persons acting together with alstria office REIT-AG do not assume an
obligation to update the forward-looking statements with respect to the
actual development or incidents, basic conditions, assumptions or other
factors.

Hamburg, 16 June 2015

alstria office REIT-AG

Management Board

End of WpÜG announcement

The 16.06.2015DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Listed: DO Deutsche Office AG: Regulierter Markt in Frankfurt (Prime
Standard), Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München
und Stuttgart
alstria office REIT-AG: Regulierter Markt in Frankfurt (Prime
Standard), Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München
und Stuttgart