TLG IMMOBILIEN AG and WCM Beteiligungs- und Grundbesitz-AG's management boards have signed a domination agreement, which will be forwarded for an approval at TLG's extraordinary general meeting.
Under the agreement, WCM shareholders who have not accepted the takeover offer will receive a guaranteed dividend of 13 euro cents per share during the domination agreement period.
Additionally, those shareholders will be offered four new TLG shares of no par value shares, with a notional share in the share capital of €1.00 apiece, in exchange for every 23 WCM shares.
The guaranteed dividend and the exchange offer are based on a valuation of the enterprise values of both the companies, and the exchange ratio corresponds to the offer consideration of TLG's takeover offer for WCM.
Launched June 27, the takeover offer met the minimum threshold Sept. 5, and as of the Sept. 26 closing, a total of 117,505,327 WCM shares, or approximately 85.89% the latter company's share capital, were tendered.