Clifford Chance has advised WCM Beteiligungs- und Grundbesitz-AG on its potential business combination with TLG IMMOBILIEN AG by way of a public takeover offer made by TLG IMMOBILIEN AG. The transaction is aimed at creating a pan-German commercial real estate company with a portfolio worth EUR 3 billion.

Subject to the final determination of the minimum prices and the offer conditions in the offer document, TLG intends to offer one new no-par value bearer share of TLG with a notional value of EUR 1.00 as consideration in exchange for each 5.75 tendered shares of WCM. WCM and TLG have signed a business combination agreement governing further details of the business combination.

The transaction combines two complementary portfolios and creates a EUR 3 billion pan-German commercial real estate portfolio centred in and around strong growth locations with more than 75% of the portfolio located in Berlin, Frankfurt/Main, Dresden, Leipzig and Rostock.

WCM Beteiligungs- und Grundbesitz-AG with registered office in Frankfurt am Main is a specialised commercial real estate company. Currently, its portfolio is worth EUR 800 million. WCM AG's share is listed at German stock exchange (Prime Standard) and has been listed at SDAX since 21 December 2015.

The listed TLG IMMOBILIEN AG is a leading commercial real estate company in Germany. As an active portfolio manager, TLG IMMOBILIEN AG has, above all, office real estate in Berlin, Frankfurt am Main, Dresden, Leipzig and Rostock in its portfolio.

The Clifford Chance team was jointly led by partners Dr. Thomas Krecek (Frankfurt) and Dr. Christian Vogel (Düsseldorf, both Corporate), and comprised partner Dr. Frank Scholderer (Frankfurt), senior associate Dr. Jochen Buckel (Düsseldorf), associate Dr. Moritz Petersen (Frankfurt, all Corporate), partner Thorsten Sauerhering and counsel Dr. Dominik Engl (both Tax, Frankfurt), partner Dr. Beda Wortmann, associate Dr. Dorian Legel as well as partner Dr. George Hacket (all Banking & Capital Markets, Frankfurt).