Covivio X-Tend AG announces launch of a voluntary takeover offer; Godewind Immobilien AG intends delisting

Frankfurt am Main, 13 February 2020: Today Godewind Immobilien AG (ISIN DE000A2G8XX3, WKN A2G8XX) ("Company" or "Godewind"), Covivio S.A. and Covivio X-Tend AG (together "Covivio") agreed to a Business Combination Agreement ("BCA"), according to which Covivio will launch a voluntary public takeover offer for 100% of the share capital of Godewind. Under the terms of the offer each shareholder will receive EUR 6.40 per share in cash. The offer shall qualify as a delisting offer.

Subject to a detailed review of the offer document, the Management and Supervisory Boards of Godewind welcome and support the offer and will tender the Company's treasury shares into the offer. In order to secure the transaction, Covivio entered into share purchase agreements with various shareholders of Godewind (including members of the Company's management and supervisory board), under which these shareholders committed themselves to transfer Godewind shares against payment of a purchase price of EUR 6.40 per Godewind share. The share purchase agreements - together with the treasury shares and exercised options - cover up to approximately 35% of Godewind's share capital on a fully diluted basis and are subject to certain closing conditions (in particular merger clearance by the German Federal Cartel Office (Bundeskartellamt)), but cannot be terminated unilaterally by either party.

For Godewind's German office portfolio with an expected 2019 gross asset value of €1,096mm, the planned offer for shares represents a premium of 32.9% above the volume-weighted average share price of Godewind over the past three months and 42.5% above the volume-weighted average share price of Godewind over the past six months prior to this announcement. Based on the 2019 expected EPRA NAV range of EUR 6.05 - 6.15 and 2019 expected EPRA NNNAV range of EUR 5.33 - 5.43 per share, the planned offer represents a premium over EPRA NAV of 4.1% - 5.8% and premium over EPRA NNNAV of 17.9% - 20.1%. In addition, the offer represents a premium of 60.0% to the price of EUR 4.00 at the time of the Godewind IPO in April 2018, reflecting a 28.7% annualised return. In each case based on the share price of Godewind share in official trading on the Frankfurt Stock Exchange (XETRA).

After publication of the offer document by Covivio, the Management and Supervisory Board of Godewind will publish a detailed reasoned statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act.

J.P. Morgan acted as sole financial advisor to the Company and Clifford Chance acted as sole legal advisor to the Company in conjunction with the transaction.

For additional details, please refer to the below link which includes the presentation on the Voluntary Offer:

Investor Relations contact
Gunnar Janssen
Godewind Immobilien AG
Phone 32 13/
E-mail

Press contact
Jan Hutterer
Kirchhoff Consult AG
Tel.: +49 (0)40 6091 8665/
Email:

Important notice

This announcement is for information purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the public takeover offer of Covivio will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, Covivio may deviate in the final terms of the public takeover offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.

The public takeover offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ãœbernahmegesetz - WpÃœG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers with a limited U.S. shareholder base. The public takeover offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the public takeover offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document, as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Company and the persons acting together with the Company. Such forward-looking statements are based on current plans, estimates and forecasts, which the Company and the persons acting together with the Company have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Company or the persons acting together with the Company. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Company and the persons acting together with the Company do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.