NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Oaktree and CURA to launch a voluntary public takeover offer for
Deutsche EuroShop AG

• A joint holding company of funds managed by Oaktree and CURA, the family office of the Otto family and parent company of ECE, has entered into an investment agreement with Deutsche EuroShop
• Total value to shareholders of EUR 22.50 per share represents a substantial 44.0 percent premium over Deutsche EuroShop’s unaffected share price of EUR 15.63 per share at close of business on May 20, 2022
• Partnership between Oaktree and current anchor shareholder CURA will provide a strong and stable shareholder base to allow Deutsche EuroShop to navigate structural challenges facing the retail sector
• Deutsche EuroShop’s Management and Supervisory Board welcome the takeover offer priced at a significant premium above recent trading levels

23 May 2022 – London & Hamburg – Today, a consortium of private investment funds managed by Oaktree Capital Management, L.P. and CURA Vermögensverwaltung, the family office of the Otto family and parent company of ECE Group, through Hercules BidCo GmbH, which will be indirectly controlled by the consortium, announced its decision to make a voluntary public takeover offer for all no-par value shares of Deutsche EuroShop AG (ISIN: DE 000 748 020 4; WKN 748020). Deutsche EuroShop is a major shopping centre investor that owns a portfolio of 21 high quality centres in prime locations across Germany and selected cities in Central and Eastern Europe.

Supporting Deutsche EuroShop’s long term stabilisation and recovery

The offer represents a strategic investment in Deutsche EuroShop to ensure the company is able to respond to the challenges and opportunities in the current retail environment. In the past two years, the volatility of the retail sector has increased by the pandemic-associated lockdowns, supply chain disruptions and widespread consumer uncertainty due to the war in Ukraine. The Consortium is firmly convinced that longer-term resilience in the sector will require patience, investment and execution of a further swift adaptation towards omni-channel sales, dynamic use of floorspace, and consolidation to the best quality locations. Through this offer, the consortium will provide Deutsche EuroShop with a strong and reliable partner that also understands the business and will apply its expertise to assist the company in responding to the challenges and opportunities arising from the ongoing structural changes to the retail sector.

“Deutsche EuroShop has a top quality portfolio that we believe is underappreciated by the capital markets following a multi-year sell-off of the entire retail sector,” said Ben Bianchi, Managing Director and Head of European Real Estate at Oaktree. “In partnering with CURA and ECE, we believe we have the real estate expertise and financial resources to support the company in an increasingly competitive and evolving retail environment.”

“The ongoing headwinds that the retail sector has had to face have recently prevented the company from fully realizing the potential of its otherwise successful and conservative strategy. We have a long term perspective and the strength to jointly offer continued support for the company on its journey ahead,” said Dr. Volker Kraft, Managing Partner of ECE Real Estate Partners, the investment advisor to the consortium.

Details of the Voluntary Takeover Offer

The offer will be made at a price of EUR 21.50 per share of Deutsche EuroShop in cash. In addition, either by way of additional payment by the bidder or as dividend payment by Deutsche EuroShop, the shareholders of Deutsche EuroShop, who accept the offer, shall receive the amount of the dividend to be paid for the financial year 2021 which is expected to be an amount of EUR 1.00 per share of Deutsche EuroShop. This results in a total offer value of EUR 22.50 per share of Deutsche EuroShop. Deutsche EuroShop’s shareholders will benefit from a significant premium of 44.0 percent over the closing price of EUR 15.63 per share on close of business May 20, 2022, being the last business day before the announcement of the consortium’s intention to make a voluntary public takeover offer for the shares of Deutsche EuroShop.

The controlling shareholder of CURA, Alexander Otto, and entities controlled by him including CURA, who in total hold approximately 20 percent of Deutsche EuroShop’s share capital, have signed non-tender agreements and will not sell the shares held by them as part of the voluntary takeover offer. These shares, however, will be subject to a vote pooling agreement with the consortium resulting in the attribution of the related voting rights to Hercules BidCo GmbH following consummation of the takeover offer. CURA and Oaktree have signed a consortium agreement to work together on this transaction on an exclusive basis.

The takeover offer will be subject to a minimum acceptance threshold of 50 percent of Deutsche EuroShop’s share capital plus one share, including the shares subject to the vote pooling agreements which will be attributed to the consortium. The offer will be subject to further customary conditions, including the receipt of regulatory approvals.

Investment Agreement

Deutsche EuroShop has entered into an investment agreement with the consortium which contains the principal terms and conditions of the takeover offer. The consortium does not intend to enter into a domination and/or profit and loss transfer agreement with Deutsche EuroShop, and does not intend to de-list the company following completion of the offer.

Advisors

J.P. Morgan is acting as financial advisor and Hengeler Mueller Partnerschaft von Rechtsanwälten mbB is acting as legal advisor to the Consortium. Gibson, Dunn & Crutcher LLP is acting as legal advisor to Oaktree and Milbank LLP is acting as legal advisor to CURA.

Offer document and further information

The voluntary public takeover offer will be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (BaFin). This offer document will be published following receipt of permission from BaFin, at which point the public takeover offer will commence. The offer document (in German and a non-binding English translation) and other information pertaining to the public takeover offer will be published on the following website: .

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Media contacts

Christian Falkowski
Phone: 50
Mail:

Romy Regber
Phone: 4 02
Mail:

Oaktree media contacts

Rory King / Claire Keyte
Phone: 7
Mail:

ECE media contact

Lukas Nemela
Phone: 8 98
Mail:

About Oaktree

Oaktree is a leader among global investment managers specializing in alternative investments, with USD 164 billion in assets under management as of 31 March, 2022. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,000 employees and offices in 20 cities worldwide. For additional information, please visit Oaktree’s website at .

Oaktree’s Real Estate strategy, launched in 1995, adheres to Oaktree’s investment philosophy of risk control, consistency and granular credit analysis. As of 31 March 2022, Oaktree’s Real Estate group has $16.1 billion in assets under management across its opportunistic, debt and income strategies.

About CURA and ECE

The ECE Group is a family-owned and -operated company that is internationally active in the real estate and investment sector and offers asset management, project development expertise, investment management, and other full-service real estate services under one roof. With its specialized companies ECE Marketplaces and ECE Work & Live, as well as the fund management company ECE Real Estate Partners, the ECE Group develops, realizes, and operates real estate in all asset classes, invests in their development and continuous enhancement, and thus creates state-of-the-art shopping, working, and living spaces that inspire people and provide them with room to grow. The company offers its customers more than 55 years of experience and a comprehensive portfolio of services – from the professional management of shopping centers and the planning and realization of residential projects, office buildings, logistics centers, and hotels to the development of entire urban districts, through to the management of specialized real estate funds. The ECE Group manages real estate assets with a total value of more than 31 billion euros and has ongoing construction and planning activities with a volume of over 3.2 billion euros. Founded in 1965 by mail-order pioneer Professor Werner Otto (1909–2011), the company is still owned by the Otto family through CURA Vermögensverwaltung, the family office and parent company of ECE Group, and is managed by Alexander Otto as the CEO of the ECE Group. For more information, please visit

Disclaimer and Forward-Looking Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Deutsche EuroShop. The final terms of the takeover offer as well as other provisions relating to the takeover offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of shares in Deutsche EuroShop are strongly advised to read the offer document and all other documents relating to the takeover offer as soon as they have been made public, as they will contain important information. The offer document for the takeover offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the takeover offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at . The takeover offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The takeover offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the takeover offer have been filed, caused to be filed or granted outside the Federal Republic of Germany. Investors and holders of shares in Deutsche EuroShop cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of the respective national law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional shares in Deutsche EuroShop outside the takeover offer on or off the stock exchange. If such acquisitions take place, information on such acquisitions, including the number of shares in Deutsche EuroShop acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "expect", "believe", "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the bidder and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates and projections made by the bidder and the persons acting in concert with it to the best of their knowledge but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the bidder's control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the bidder and the persons acting in concert with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.