Welcome, everyone, to our analyst and investor call on the new voluntary offer subject to BaFin approval that we want to launch for Deutsche Wohnen shareholders. We appreciate all of you dialing in, especially on such short notice. Today's presentation is rather short and will be followed by Q&A. Now over to you, Rolf.
Thank you, Amie, and a warm welcome also from my side. It is exactly one week ago that we had to announce that our offer fell short of the required 50% by less than three percentage points. The consequence was that a friendly deal with wide support that makes strategic sense and adds economic and social value could not go through. The way we see it was caused by some opportunistic behavior of certain investors combined with certain technicalities of the very complex German takeover law. Rather than dwell on the past, I would like to look ahead. The business combination of Vonovia and Deutsche Wohnen has a compelling strategic rationale. The increased scale is extremely helpful in addressing the residential megatrends, and the combined company is a much stronger partner for tenants, societies, and lawmakers.
It meets all Vonovia's acquisition criteria, and we expect the rating agency to affirm their current view. Because of all these reasons, we have agreed together with Michael Zahn and Deutsche Wohnen that we will launch a revised offer. We have made a few tweaks that give this relaunch a very high degree of transaction certainty. Most important, the amended offer price is EUR 53 per share. As you know, we go into this new offer with a stake already just 1,000 shares below 30%. The acceptance period, a threshold of the new offer, will be again 50%. We are making a binding commitment not to implement a domination agreement within the next three years after closing. To be precise, we still have a lot of companies inside the Vonovia group which do not have a domination agreement because often domination agreements lead to significant tax impacts.
This was not the plan in the first offer, but now we agree it's clearly because we understood that some people hoped that we were pushed to do a domination agreement, which is not the case and will probably never be the case. There will be two settlement dates, one after each offer period. The launch, of course, is subject to BaFin approval to waive the 12-month blocking period. The decision whether to grant this waiver is at the full discretion of BaFin, and we expect BaFin's decision for this week. Subject to that waiver, we are looking to publish the offer document and launch the initial offer period later this month, with the result four weeks later in September. At this point, we will need to have crossed the 50% acceptance threshold, and the stake we already have counts toward the 50%. We need another 20%.
If this and all other conditions are met, we will have a first settlement for the initial acceptance period probably very early in October. This means people who tendered in the initial period will get their funds earlier. A second acceptance period will be triggered in which investors can tender their shares knowing that the offer is unconditional. We expect the settlement for the additional acceptance period towards the end of October. As I said, this transaction action makes sense from every angle. Page four summarizes that, and I'm sure you will recognize this page from the presentation we shared in May. Everything we said then still holds true today. For example, by the political reaction, we have now the proof that what we said in May will be also reality. I probably do not need to go through all this again because I think the benefits are well understood.
The strategy of both companies has converged, and the business combination is the next logical step. The combination leads to greater scale, which enables us to better manage the residential megatrends. The portfolios are a natural fit, and the larger German footprint gives us a rock-solid foundation to continue to pursue opportunities outside Germany. Finally, but clearly not last, the combined group is a strong and reliable partner for all stakeholders, not just in Berlin, but in other locations as well. With this, over to Helene.
Good morning from me. Let's go to page five. This page is rather technical, but let me highlight the main points. We have agreed a new bridge financing of slightly more than EUR 20 billion to secure the transaction. After completion of the offer, we will be looking to take out the bridge through a rights issue, the volume of which will be largely dependent on the acceptance rate as well as bonds. Also, the final volume will depend on whether there are change-of-control clauses triggered in any of the Deutsche Wohnen bonds and disposals. As Rolf already indicated, the agreement with the city of Berlin is not impacted, and the intention is to still sell 20,000 units. That has not changed. If we need to do more to improve our financial KPIs, we can also sell up to 25,000 additional units and selected development projects.
This decision will be made at a later point in time when we know where exactly we stand after the settlement of the offer. Go to page six. The LTV bridge actually has not really changed. The all-cash offer will bring us beyond the upper end of our target range, and we have several mitigants to then quickly get back into the range. The rights issue, and to be clear, we will only calibrate the volume once we know the final acceptance rate in October. The bridge on this page is calculated on the assumption of a 90% offer rate and a full volume of EUR 8 billion. Another mitigant will be the disposal of the Berlin portfolio, which should already bring us back into the corridor.
We have further measures with additional disposals and the H2 valuation to further optimize our LTV to where we think it should be within the target range. With that, back to Rolf.
Helene, thank you. It is really a short presentation today because only a few things have changed. Let me summarize the main elements. We currently own a stake just below 30%. Subject to BaFin's decision, which we will expect later this week, we will relaunch a voluntary offer for Deutsche Wohnen shareholders. The offer price is EUR 53, so less than 2% more than the previous offer. The settlement is later in the year now, and the slight increase is equivalent to a small bump, plus the part of the dividend that Deutsche Wohnen standalone has provided for the current year. The acceptance threshold will be 50%, including the Vonovia stake. We make a binding commitment not to implement a domination agreement in the next 36 months after closing. Finally, there will be two settlements instead of one. With this, let's go to Q&A.
Cecilia, can you open up the Q&A for us, please?
Thank you. If you wish to ask a question at this time, please press star one on your telephone keypad. Please ensure your mute function is switched off to allow your signal to reach our equipment. Again, please press star one to ask a question. We will pause for a moment to allow everyone to signal. We will now take our first question from Mark Mozzi from Bank of America. Please go ahead.
Thank you. Very good morning, all. I just wanted to clarify the structure of the few tweaks you've done on this new offer. I'm right to think that your initial offer was for EUR 347 million shares at the beginning, meaning in the previous offer, meaning excluding the treasury shares. Now, the offer will be relying on EUR 379 million shares, so EUR 32 million shares more, partly due to the fact that you're buying back the treasury shares and that Deutsche Wohnen is issuing EUR 20 million new shares. Can you just make me think or understand clearly how that's going to work? Are you going to effectively pay EUR 1 billion directly to Deutsche Wohnen to make sure that you're going to get access to 5.5% shares into Deutsche Wohnen? Just trying to understand the structure. I have a few more questions later, but just starting with this one. Thank you.
Helene, are you taking this question?
I can take this. Mark, in a way, what we are buying for sure is those first batch of treasury shares at EUR 52. All the other agreements, which are right now sort of in place, are subject to a large number of conditions, which are very, very unlikely to come into place. De facto, let's put it like this. We need to reach our acceptance rate, and there's a few other conditions. Then we will not be purchasing those other shares.
In addition,
your 30% stake right now is just everything you bought on the market plus 3.5% of treasury shares. Nothing is linked to the capital increase that Deutsche Wohnen will do.
Exactly. That, as you know and you have seen, brings us to just short of 30%. That is the market purchases plus the first batch of treasury shares that were always in the game.
Can you tell us how this capital increase will work then?
Sorry, yeah?
How is this capital increase of Deutsche Wohnen going to work then? Why do they need to raise equity to you guys?
They do not need to raise equity, but I think what is clear is, given the way we've been looking at it, and I've probably spent the last few days all around merger arbitrage, we decided to implement maximum flexibility in order to ensure the success of the deal. Let me point out again, there's a number of very harsh conditions to this additional capital increase.
Okay. Thank you. I have two other questions. The first one is on synergies. Would you say that after 36 months, when you will have potentially a domination agreement, that the synergy will be higher than EUR 105 million? Or this has nothing to do, the amount set up has nothing to do with the domination agreement? Can you, and is it including as well synergies of revenues, on those EUR 105 million?
Mark, the domination agreement is actually, I think this was probably a mistake we did in the first offer that we not clearly made clear that in real estate, the domination agreement is often not happening because of tax reasons. We still have in Vonovia a lot of companies where we do not have a domination agreement to protect tax issues. The whole synergy calculation, the whole concept also in the first offer was based on the fact that we do not have a business combination agreement. Unfortunately, this was probably not explicitly enough communicated by us, and that's why we are now very explicit. To be very clear, we are saying in the next three years, we are not doing a domination agreement. This does not mean that after 36 months, we will do a domination agreement.
It might be the case that in a few years from now, tax laws in Germany might change, and then, of course, there might be an opportunity to do a domination agreement. In the moment, we have never assumed that we will get a domination agreement for very easy tax reasons. Because a domination agreement would have been too expensive for us tax-wise. I'm sorry, we have not communicated it completely, and transparent and not big enough in the first one. That's why we are doing it.
Thank you. My final question is about your disposals. Would you say that your disposals are likely to be done, especially in Berlin, above book value?
We always said that this is for the price we are buying, which is more or less the book value.
the same for the disposals?
For the disposal which we are selling to Berlin, for the remaining disposals, I'm not sure if we need them because we have different mitigants, and valuation uplift will probably also help.
Okay. Brilliant. Thank you very much.
As a reminder, to ask a question, please press star one on your telephone keypads. We'll pause for a moment to allow everyone to signal. If there are no further questions at this time, I would like to turn the call back to your speakers for any additional or closing remarks.
Okay. Thank you, Cecilia. Short presentation, short Q&A for a change. Obviously, we will continue to be available for any questions you guys have following this call over the next days and weeks. Please do let us know if we can be helpful in explaining this transaction further to the documents we provided. Obviously, we will also be reaching out to talk to you on the buy side about this transaction. Looking forward to this exchange. As always, let me know if you have questions. Have a good day, everyone, and thanks for joining today.