Herbert Smith Freehills has advised Vonovia SE, Germany's leading listed real estate company on its offer to the shareholders of Deutsche Wohnen AG to acquire all shares in Deutsche Wohnen AG for €9.92 billion, as alternative to the proposed merger between Deutsche Wohnen AG and LEG Immobilien AG. 

As consideration for the Deutsche Wohnen shares tendered for exchange, Vonovia SE intends to offer for each 11 Deutsche Wohnen shares (i) an amount of €83.14 in cash and (ii) 7 new no-par value registered shares in Vonovia SE. Based on the exchange ratio and the closing price of shares in Vonovia SE on 8 October 2015, the last day of trading prior to market rumours about a possible combination of Vonovia SE with Deutsche Wohnen AG, the equity of Deutsche Wohnen AG (on a fully diluted basis) is valued at approximately €9.92 billion.

If Deutsche Wohnen AG's shareholders in the extraordinary shareholders' meeting convened for 28 October 2015 resolve not to approve the merger with LEG Immobilien AG, Vonovia SE will formally publish its offer, subject to approval by its shareholders' meeting convened for 30 November 2015.

The Herbert Smith Freehills team was led by the Frankfurt based corporate partner Markus Lauer and associate Julius Brandt.