Deutsche Annington Immobilien SE (DB:ANN) made an offer to acquire GAGFAH S.A. (XTRA:GFJ) for €3.9 billion on December 1, 2014. Under the terms of the transaction, GAGFAH's shareholders will get €122.52 in cash and five new Deutsche Annington shares for every 14 GAGFAH shares they own. The cash consideration is €8075 per share. The offer period is from December 19, 2014 to January 21, 2015. The deal is financed with new debts and an capital increase. The management board of the combined company will consist of five members: the current members of the Deutsche Annington management board as well as Thomas Zinnöcker, currently Chief Executive Officer of GAGFAH and Gerald Klinck, currently Chief Financial Officer of GAGFAH. Chief Executive Officer of the combined company will be Rolf Buch, currently Chief Executive Officer of Deutsche Annington, deputy Chief Executive Officer will be Thomas Zinnöcker. The current GAGFAH Chairman of the Board Gerhard Zeiler as well as two other GAGFAH board members is expected to be appointed as members to the supervisory board of the combined group in addition to the current nine members on the Deutsche Annington Supervisory Board. The personnel will not be reduced after the merger. The merged entity will be headquartered in North Rhine-Westphalia with a new name. The deal is contingent on minimum acceptance threshold of 50% of the outstanding GAGFAH shares, new shares to be listed on the Frankfurt stock exchange, regulatory approval and other customary conditions. The offer is approved by the supervisory Board of Deutsche Annington and recommended by the Board of Gagfah. The Board of Directors of GAGFAH intended to support the offer and have committed to tender shares held by them. The deal is expected to close in quarter one of 2015. The deal is immediately FFO accretive for both Deutsche Annington and Gagfah shareholders. As of December 12, 2014, Deutsche Annington issued €1 billion hybrid bond for the takeover. As of December 23, 2014, Board of Directors of GAGFAH S.A. is advising shareholders to accept the voluntary public takeover offer from Deutsche Annington Immobilien SE. As of January 26, 2015, Deutsche Annington owns 85.2% stake in Gagfah. As of January 28, 2015, Federal Cartel Office approves merger of Deutsche Annington and GAGFAH. The formal closing of the transaction is still expected in the first quarter of 2015.

Deutsche Bank AG (DB:DBK) and BofA Merrill Lynch acted as financial advisors and Rick van Aerssen, Stephan Waldhausen, Burkhard Richter, Martin Schiessl and René Döring of Freshfields Bruckhaus Deringer LLP acted as legal advisors to GAGFAH. FTI Consulting acted as communications advisor to GAGFAH. Carsten Berrar, York Schnorbus, Wolfgang Feuring, Max Birke, Markus Lauer and Axel Beckmerhagen of Sullivan & Cromwell (Germany) LLP acted as the legal advisor to Deutsche Annington. Kempen & Co N.V. acted as the information agent, Puhl GmbH & Co. KG acted as the real estate advisor and Communications & Network Consulting AG acted as the management consultant to Deutsche Annington Immobilien SE. Olaf Meisen, Neil G. Weiand, James Taylor, Stefan Kuhm, Isabel Tinsley, Martin Scharnke, Stefan Henkelmann, Heike Weber of Allen & Overy LLP acted as legal advisors for Deutsche Annington in connection with a syndicated bridge facility for the financing of the cash portion. Marc Benzler, Felix Mühlhäuser, Olaf Mertgen, Stefan Ueding, Kai Krieger, Gregory Chartier, André Schwanna, Arndt Stengel, Anja Döring, Marc Mehlen, Markus Waitschies and Simon Crown of Clifford Chance acted as legal advisors for J.P. Morgan. Johannes Kremer, Katja Kaulamo, Mark L. Darley, Danny Tricot, Johannes Frey, Matthias Horbach and Stephan Hutter of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisors for J.P. Morgan. Credit Suisse (Deutschland) Aktiengesellschaft acted as financial advisor for Deutsche Annington. Wilhelm Reinhardt and Timothy Fitzsimons of Latham & Watkins LLP acted as legal advisors for Credit Suisse. Dirk Pahlke and Hannes Mungenast of Rothschild acted as fairness opinion provider for GAGFAH S.A. ValueTrust acted as fairness opinion provider for Deutsche Annington Immobilien.

Deutsche Annington Immobilien SE (DB:ANN) completed the acquisition of 94.34% stake of GAGFAH S.A. (XTRA:GFJ) for €4.6 billion on February 9, 2015. Under the terms of the deal, Deutsche Annington acquired 230.95 million shares of GAGFAH.