Vonovia SE (DB:VNA) made a bid to acquire additional 94.75% stake in Deutsche Wohnen AG (XTRA:DWNI) from Norges Bank Investment Management, BlackRock, Inc. (NYSE:BLK), Sun Life Global Investments Inc. and others for €8.3 billion in cash and stock on October 14, 2015. Under the terms of the deal, the offer for 11 Deutsche Wohnen shares is an amount of €83.14 in cash and 7 new no-par value registered shares in Vonovia SE. If Deutsche Wohnen shareholders reject the Deutsche Wohnen-LEG Immobilien AG transaction at their extraordinary general meeting on October 28, 2015, Vonovia would submit a formal offer to buy Deutsche Wohnen. In the event of an amendment to the offer, within the last two weeks before expiration of the acceptance period, the acceptance period will be extended by two weeks would be expected to end on February 9, 2016. If, during the acceptance period of the offer, a competing offer regarding the Deutsche Wohnen shares is made by a third party via competing offer and if the acceptance period for the present offer expires prior to the expiration of the acceptance period for the competing offer, the expiration of the acceptance period for the present offer shall be determined by reference to the expiration of the acceptance period for the competing offer. There is no intent to transfer the registered office of Deutsche Wohnen. On October 14 2015, Vonovia Finance B.V., a subsidiary of the Vonovia concluded syndicated bridge facilities agreement with J.P. Morgan Limited and Bank of America Merrill Lynch International Limited as arrangers, JPMorgan Chase Bank N.A. and Bank of America N.A., London Branch as original lenders and J.P. Morgan Europe Limited as agent. Under the Vonovia credit agreement, Vonovia has at its disposal at least €3.25 billion in cash for the payment of the total transaction. In addition, under the Vonovia credit agreement, Vonovia will also have at its disposal a further amount of €4.55 billion for a possible refinancing of Deutsche Wohnen Financing Instruments after Vonovia Finance, as borrower, will have transferred the corresponding amounts under the loan agreement to the Vonovia.

The completion of the offer will be subject to receiving necessary antitrust clearances including German Act Against Restraints of Competition, achieving a the minimum acceptance threshold of at least 57.1% of the relevant Deutsche Wohnen shares at the end of the acceptance period of the offer, the last daily closing level of the DAX as determined by Deutsche Börse AG, Frankfurt am Main, Germany (or any successor) is not below 8,528 points; the last daily closing level of the MDAX as determined by Deutsche Börse AG, Frankfurt am Main, Germany (or any successor) is not below 16,769 points, the Deutsche Wohnen AG share capital has not been increased to more than €339.05 million (equivalent to 339.05 million shares) and that Deutsche Wohnen AG's general meeting has not passed a resolution to increase the share capital, the general meeting of Deutsche Wohnen has not adopted any resolution on amendments to the Articles of Association (i) by which a majority requirement for resolutions by the general meeting or other corporate bodies of Deutsche Wohnen is increased, or (ii) which results in a share split, a consolidation of shares or a change of the rights attaching to the shares or nature of the shares, no event has occurred that will lead or is reasonably likely to lead to a reduction of the recurring FFO I of the Deutsche Wohnen Group by at least €20 million per year for fiscal years 2015 and 2016, condition that Deutsche Wohnen AG does not acquire material assets, Deutsche Wohnen does not distribute cash or non-cash dividend or on a capital increase from Deutsche Wohnen funds and that Deutsche Wohnen AG does not consummate a public takeover offer for all shares in LEG Immobilien AG. On October 14, 2015, Deutsche Wohnen rejected the offer. As on November 10, 2015 Deutsche Wohnen has been trying to fend off Vonovia's hostile takeover bid for week. As on November 30, 2015, 78.21% of the shareholders of Vonovia voted in favour for the transaction. Vonovia will now present offer to the shareholders of Deutsche Wohnen. As of December 7, 2015, German merger control authority (Bundeskartellamt") has cleared the deal, without conditions and obligations. On December 14, 2015, Deutsche Wohnen Management Board and Supervisory Board advise shareholders not to accept the Vonovia's offer.

Glass Lewis recommended that investors in Deutsche Wohnen back a merger proposed by Vonovia. As of December 14, 2015 the bid is rejected. As of January 21, 2016, Vonovia owns 12.2% stake in Deutsche Wohnen. As on January 25, 2015, the offer was extended till February 9, 2016. On Jnauarey 25, 2016, the minimum acceptance was reduced to 44% of acceptance. As of February 9, 2016, the acceptance rate for the offer stood at 28.7% as of February 8, 2016.

Markus Lauer and Julius Brandt of Herbert Smith Freehills Germany LLP and Rick van Aerssen, Andreas Fabritius Gregor von Bonin of Freshfields acted as legal advisors to Vonovia SE. JPMorgan Chase acted as financial advisor for Vonovia. Marc Benzler, André Schwanna, Barbara Mayer-Trautmann, Bettina Steinhauer, Felix Mühlhäuser, Matthew Grigg, Christian Vogel, Dirk Brouwers, Gregory Chartier, Jochen Buckel, Mattias von Buttlar, Moritz Petersen, Olaf Mertgen, Joe Bao and Stefan Ueding of Clifford Chance acted as legal advisor to JPMorgan Chase and Bank of America/Merrill Lynch. Axel Beckmerhagen of Sullivan & Cromwell acted as legal advisors to Deutsche Wohnen. Deutsche Bank AG acted as financial advisor for Deutsche Wohnen. Morgan Stanley acted as financial advisor for Vonovia. Citi acted as financial advisor to Deutsche Wohnen. Perella Weinberg Partners LP acted as financial advisor to Deutsche Wohnen. . BNP Paribas Securities Services S.C.A acted as transfer agent for Vonovia. Christian Jeschke and Christopher Jany, Frankfurt am Main of Computershare Deutschland GmbH & Co. KG München acted as transfer agent for Vonovia. Kempen & Co acted as financial advisor to Vonovi.