Ad hoc: Aroundtown SA and TLG Immobilien AG agree on essential non-binding terms for potential merger

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS

Disclosure of inside information according to Article 17 of Regulation (EU) No 596/2014 on market abuse

AROUNDTOWN SA AND TLG IMMOBILIEN AG AGREE ON ESSENTIAL NON-BINDING TERMS FOR POTENTIAL MERGER

Grand Duchy of Luxembourg, 26 October 2019, 23:45 CEST

Following Aroundtown SA's ("Aroundtown") announcement on 1 September 2019 on the evaluation of a potential merger with TLG Immobilien AG ("TLG"), both companies have evaluated the potential merger and the best possible way to achieve a successful combination of their businesses from an economic, financial, operational, legal and tax standpoints. Aroundtown's Board of Directors resolved today the execution of a non-binding term sheet with TLG, setting the essential terms and conditions of a potential merger of the two companies.

The now agreed term sheet provides for a merger by way of voluntary public offer (freiwilliges öffentliches Übernahmeangebot) by Aroundtown for all shares in TLG against a consideration consisting of new shares to be issued by Aroundtown. A final decision to launch an offer has not yet been made by Aroundtown and remains subject to several conditions yet to be agreed, the approval of any definitive agreement with TLG, the final analysis of the synergies and a resolution of the Board of Directors of Aroundtown.

The proposed transaction and the exchange ratio will be determined on the basis of Aroundtown's and TLG's EPRA NAV per share, subject to statutory minimum price rules.

The combined company is contemplated to do business under a new name to be defined by Aroundtown and TLG and have its operational headquarters in Berlin, Germany.

Upon Aroundtown holding 50% or more of all shares in TLG at closing or at a later point ("Holding Threshold"), it is contemplated that Aroundtown introduces a governance structure consisting of a management body (comité de direction) which will include five members and a board of directors which will include six or seven members. Three members of such board are proposed to be independent.

Upon Aroundtown reaching the Holding Threshold, TLG will nominate the initial chairman of Aroundtown's board of directors and the CFO. In the event Aroundtown holds 66% or more of all TLG shares, TLG will nominate an additional member to the management body. One of the members nominated by TLG will act as co-CEO. The remaining positions in the management body (including the CEO) and in the board of directors will be nominated by Aroundtown.

Based on the discussions to date, Aroundtown and TLG have identified potential synergies for increasing the FFO and value creation through a merger. The parties continue to evaluate and refine their analysis to determine opportunities for synergies and to quantify them.

The signing of any legally binding agreement is subject to the agreement of both parties with respect to all terms and conditions of any combination, satisfactory results of due diligence and the approval of any definitive agreement by Aroundtown's board of directors, as well as TLG's Management Board and the Supervisory Board.

About the Company

Aroundtown SA (symbol: AT1), trading on the Prime Standard of the Frankfurt Stock Exchange, is the largest listed and highest rated (BBB+ by S&P) German commercial real estate company. Aroundtown invests in income generating quality properties with value-add potential in central locations in top tier European cities mainly in Germany/NL.

Aroundtown SA (ISIN: LU1673108939) is a public limited liability company (société anonyme) established under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B217868, having its registered office at 1, Avenue du Bois, L-1251 Luxembourg, Grand Duchy of Luxembourg.

Contact

Timothy Wright

T: +352 285 7741

E: info@aroundtown.de

www.aroundtown.de

DISCLAIMER

THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO EXCHANGE OR PURCHASE NOR THE SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE ANY SECURITIES. MOREOVER, THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO BUY NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN AROUNDTOWN SA. AROUNDTON SA HAS NOT YET MADE A DECISION ON ITS INTENTION TO MAKE ANY PUBLIC TAKEOVER OFFER AND ANY TERMS OF SUCH INTENTION TO LAUNCH A PUBLIC TAKEOVER OFFER WILL BE SUBJECT TO AN OFFER DOCUMENT TO BE APPROVED BY GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT). THE COMPANY MAY NOT MAKE A DECISION TO INITIATE A PUBLIC TAKEOVER OFFER AT ALL. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR IN IN ANY OTHER JURISDICTION, WHERE TO DO SO WOULD BE A VIOLATION OF APPLICABLE LAW. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES OF AROUNTOWN SA IN THE UNITED STATES.

THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF AROUNDTOWN SA. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS. IT IS POSSIBLE THAT AROUNTOWN SA WILL CHANGE ITS ASSUMPTIONS REFLECTED IN THIS ANNOUNCEMENTS.