VIB Vermögen AG, a company specializing in the development, acquisition and portfolio management of commercial properties, signed a business combination agreement with DIC Asset AG (“DIC” and, together with its subsidiaries, “DIC Group”) last night, following the successful expiration of DIC’s partial tender offer for shares of VIB. The aim is to pursue the long-term value growth of the DIC Group and VIB as a whole, and to improve their competitive position.
DIC Group already holds 60% of the outstanding VIB shares. A total of approximately 33.7% of the VIB shares have been tendered to DIC as part of the offer, which is more than the 6,500,000 VIB shares included in the partial tender offer. DIC Group intends to accept the offer for a total of 6,590,000 VIB shares (subject to any rounding in the context of the pro-rata acceptance). The completion of the tender offer and the retransfer of any excess VIB shares are expected to be completed by 1 April 2022.
Following the completion of the tender offer, DIC Group will hold approximately 60% of the outstanding VIB shares. Accordingly, DIC intends to fully consolidate VIB as of 1 April 2022.
DIC Group will use its majority stake in VIB to consistently expand its portfolio, particularly in the promising asset class of logistics real estate, and its footprint in southern Germany. The combined real estate assets of DIC Group and VIB amount to more than EUR 13 billion. DIC Group thereby expands its position as a leading office and logistics player in Germany’s commercial real estate market, while strengthening the basis for successful future growth.
Prof. Dr. Gerhard Schmidt, the Chairman of the Supervisory Board of DIC, said after the successful expiration of the partial tender offer to VIB shareholders: “With the majority acquisition of VIB, which will be fully consolidated by DIC going forward, DIC has impressively demonstrated its growth ambitions and significantly expanded its position within the highly attractive asset class of logistics real estate. It marks another important step for DIC Group's growth strategy.”
Sonja Wärntges, CEO of DIC, commented: “I am pleased to warmly welcome all employees, tenants and all other stakeholders of VIB aboard DIC Group. Together, we will be starting a new chapter in our company’s success story today. DIC aspires to dynamic performance, and we will now take this aspiration to the next level as we pursue ambitious new goals. We have all the prerequisites in place to sustain our growth in the logistics real estate sector, a market rich in opportunity, and to dynamically expand our position as a leading company in Germany’s commercial real estate market. This will benefit our employees as well as our tenants, shareholders and investors. We expect to see an increase in gross rental income and a positive FFO contribution from the consolidation for the current year.”
Neuburg to remain domicile and registered seat of VIB
DIC commends the workforce of VIB for its motivation, creativity, willingness to perform and innovativeness as the very foundation of VIB's past achievements. DIC seeks to continue and deepen its constructive dialogue with all employees of VIB, and to support VIB’s management board in its efforts to create and maintain an attractive and competitive framework in order to preserve its outstanding employee base. In addition, the size and diversity of DIC will offer VIB employees a significantly widened range of opportunities for their personal career development.
In the business combination agreement, DIC has agreed to retain the registered seat and actual administrative headquarters as well as the principal business address of VIB in Neuburg a. d. Donau. Additional commitments have been agreed with respect to subsidiaries of VIB.
“The talks with DIC were very constructive. We share the belief that the successful business model and the proven growth strategy of VIB should be continued. The same kind of continuity will be pursued for the location of Neuburg and our staff. This will secure the company’s ability to continue the success of recent years under the umbrella of DIC Group. I would like to take the opportunity to thank Martin Pfandzelter and Holger Pilgenröther for their tireless efforts. The company has thrived under their leadership. This is documented not least by the record results announced today. I wish both board members good luck and success for their future endeavours,” said Ludwig Schlosser, Chairman of the Supervisory Board of VIB, and himself a former member of the Management Board between 2000 and 2016, seven years thereof as CEO.
Reconciliation of financial calendars, annual general meeting and dividend
As part of the business combination agreement, it was also decided to align the financial calendars of DIC and VIB, and to immediately intensify the exchange of information and data. The annual general meeting of VIB, originally scheduled for the end of June 2022, is set to be rescheduled for late August 2022, in order to allow enough time for joint preparations and coordination. DIC supports the dividend proposal of EUR 0.85 per VIB share for the fiscal year 2021.
Intended changes to VIB’s Supervisory Board and Management Board
In the business combination agreement, it was also agreed that DIC should be represented on the Supervisory Board of VIB in a manner that adequately reflects its shareholding in VIB. In accordance with VIB’s articles of association, the Supervisory Board will continue to comprise four members. DIC, as majority shareholder of VIB, has proposed that the governing bodies of VIB apply for the court appointment of Sonja Wärntges and Prof. Dr. Gerhard Schmidt to replace the two members of the Supervisory Board of VIB who resigned on 22 March 2022. At the same time, DIC appreciates the willingness of Ludwig Schlosser and Jürgen Wittmann to continue their mandates as part of the Supervisory Board of VIB.
DIC welcomes and supports the appointment of Dirk Oehme as an additional member of the Management Board of VIB. Conversely, DIC as incoming majority shareholder regrets the decision by Martin Pfandzelter and Holger Pilgenröther to resign their mandates on the Management Board of VIB with effect as of 30 June 2022. On the Supervisory Board of VIB, DIC's representatives will support the measures initiated by Chairman of the Supervisory Board, Ludwig Schlosser, to fill the vacant positions on VIB's Management Board.
Revision of DIC’s forecast for 2022
Having attained a controlling stake in VIB, and assuming full consolidation of the VIB Group as of 1 April 2022, DIC has re-evaluated the anticipated development of DIC's performance indicators for the current fiscal year. DIC’s original forecast from 9 February 2022 did not yet reflect any effects from inorganic growth. DIC now expects an increased gross rental income of between EUR 170 and 180 million and a growth in the key control variable Funds from Operations (FFO) after minority interests and before taxes to between EUR 130 and 136 million, in either case for the fiscal year 2022. All other target forecasts remain unchanged: real estate management fees of between EUR 105 and 115 million, an acquisition volume of EUR 1.4 to 1.9 billion, thereof EUR 200 to 300 million from the Commercial Portfolio and EUR 1.2 to 1.6 billion from the Institutional Business, and a sales volume of EUR 300 to 500 million, thereof c. EUR 100 million from the Commercial Portfolio and EUR 200 to 400 million from the Institutional Business.
About VIB Vermögen AG
VIB Vermögen AG is a mid-market real estate holding company whose investments concentrate on commercial real estate in southern Germany. Formed as a partnership in 1993, VIB Vermögen AG was converted into a public limited company in the year 2000. In the years since, the company has developed its core competencies in the areas of buying and administrating properties it owns outright and of acquiring equity interests in companies with real estate assets. VIB Vermögen AG pursues a buy-and-hold strategy. It develops real estate for its own portfolio but also acquires existing properties. The real estate portfolio of the VIB Group includes a variety of logistics real estate and industrial plants, shopping centres and retail parks, as well as business and service centres. With a total lettable area of about 1.3 million sqm, the VIB Group achieves sustainable rental yields.
About DIC Asset AG
DIC Asset AG is Germany’s leading listed specialist for commercial real estate with more than 20 years of experience on the real estate market and access to a broad-based network of investors. Our business is based on a regional and inter-regional real estate platform with eight offices on the ground in all major German markets. We manage 237 assets with a combined market value of c. EUR 11.5 billion on site, always close to our properties and their occupiers.
The Commercial Portfolio segment represents the proprietary real estate portfolio of DIC Asset AG. Here, we generate steady cash flows from stable rent revenues on long-term leases while also optimising the value of our portfolio assets through active management, and realising gains from sales.
In the Institutional Business segment, we earn recurrent fees from real estate services we provide to national and international institutional investors by structuring and managing investment vehicles that return attractive dividend yields.
DIC Asset AG has been SDAX-listed since June 2006.
IR/PR Contact VIB Vermögen AG
Head of Investor Relations
D-86633 Neuburg an der Donau
Phone: +49 (0)8431 90771952
IR/PR Contact DIC Asset AG
Head of Investor Relations & Corporate Communications
Neue Mainzer Strasse 20
D-60311 Frankfurt am Main
Phone +49 69 94548581492
This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange securities of VIB. The final terms of the offer as well as further provisions regarding the partial offer have been disclosed in the offer document. Potential investors and holders of securities of VIB are strongly recommended to read the offer document and all other announcements in connection with the partial offer, as they contain or will contain important information. The offer period for the partial tender offer has already expired.
The offer is made exclusively under the laws of the Federal Republic of Germany. The offer is not subject to the legal provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), because the shares in VIB are only traded on the unregulated market (Freiverkehr). The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors and holders of securities in VIB cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the Federal Republic of Germany. The offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the national laws of such jurisdiction.
DIC expressly reserves the right to, directly or indirectly, acquire additional shares in VIB outside the offer on the stock exchange or outside the stock exchange or to enter into agreements regarding such acquisitions.
To the extent that this document contains forward-looking statements, such statements do not represent facts and are characterized by words such as "would", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of DIC and the persons acting in concert with DIC. Forward-looking statements are based on the current forecasts, estimates and predictions made by DIC and the persons acting in concert with it to the best of their knowledge, but may turn out to be inaccurate. Forward-looking statements are subject to risks and uncertainties and are influenced by factors that are typically difficult to predict and may be outside the control of DIC and the persons acting in concert with it. The actual events or developments may differ significantly from the plans, estimates and forecasts expressed or contained in the forward-looking statements. DIC and the persons acting in concert with it assume no obligation to update forward-looking statements with respect to actual developments or events, general conditions, assumptions or other factors.