Shareholders of Fair Value REIT-AG vote in favour of merger with DEMIRE

DGAP-News: DEMIRE Deutsche Mittelstand Real Estate AG / Key word(s): Real Estate/Offer

2015-11-19 / 17:04

- A total of 71.59 % of Fair Value's share capital tendered in exchange offer

- DEMIRE and Fair Value managements see their joint strategic focus confirmed

- Additional acceptance period from 20 November through 3 December 2015

- Leading German commercial real estate stock corporation can commence activities

Frankfurt, 19 November 2015 - An overwhelming majority of the Fair Value REIT-AG shareholders has voted in favour of the company's merger with DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE", ISIN DE000A0XFSF0) and have accepted the exchange offer of two DEMIRE shares for every one Fair Value share. During the acceptance period that ran from 14 October 2015 through 16 November 2015, Fair Value REIT shareholders tendered a total of 10,102,281 Value REIT-AG shares, which is equivalent to roughly 71.59 % of Fair Value's share capital. Fair Value REIT-AG shareholders continue to have the option to accept the exchange offer during the additional acceptance period that will commence on 20 November 2015 and will end on 3 December 2015.

"Several days before the end of the acceptance period, the minimum acceptance threshold of 50.1 % had already been exceeded, which marked the acceptance of the takeover offer. We see the 71.59 % acceptance rate after the expiry of the post-offering grace period as an impressive confirmation of the attractiveness of the takeover offer and expect further shares to be tendered for exchange during the upcoming additional acceptance period until 3 December 2015", explained Andreas Steyer, Speaker of the Executive Board at DEMIRE.

"DEMIRE and the consolidated Fair Value can embark on a new growth phase as one of the largest listed commercial real estate groups in Germany. Our concentration on secondary locations clearly differentiates us from our competitors", said Markus Drews of DEMIRE's Executive Board.

"The strong acceptance of the offer by our shareholders is both a responsibility and motivating at the same time. Now is the time to launch a new business phase together with DEMIRE", added Frank Schaich, member of the Management Board of Fair Value REIT-AG.

Through the takeover of Fair Value REIT-AG, DEMIRE will expand to become one of the leading commercial real estate specialists in Germany that is focussed on secondary locations and controlling an expected portfolio with a market value of roughly EUR 1 billion. The active management of the joint portfolio should increase its value as well as its rental income, which will be the key earnings pillar of the new real estate group. In addition, by merging the two companies' portfolios, economies of scale will be realised through the proprietary asset, property and facility management activities since Fair Value had previously contracted out these management duties to an external provider. DEMIRE anticipates further economies of scale, among others, from future acquisitions. The new real estate group will not only expand its portfolio through direct investments but also through indirect investments by acquiring shares in closed-end real estate funds using Fair Value's expertise. The market for closed-end real estate funds alone has a volume in properties of roughly EUR 50 billion and offers attractive acquisition opportunities.

DEMIRE and Fair Value REIT as a combined company will have a market capitalisation on the stock market that places it among the most prominent German commercial real estate stock corporations. The company's larger size will significantly increase the DEMIRE Group's visibility in both the real estate and capital markets and facilitate access to equity and debt investors.

The Executive Board


DEMIRE Deutsche Mittelstand Real Estate AG
Lyoner Straße 32
60528 Frankfurt am Main
Phone: +49 (0) 69-719 189 79 0
Fax: +49 (0) 69-719 189 79 11

Investor Relations
GFEI Aktiengesellschaft
Lars Kuhnke
Phone: +49 (0) 511 47 40 23 10

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