DGAP-Adhoc: ADLER Real Estate AG: Business combination agreement with ADO Properties S.A.

ADLER Real Estate AG

Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014 on market abuse (MAR).

Berlin, December 15, 2019

Today, the Management Board and the Supervisory Board of ADLER Real Estate AG ("ADLER") resolved to enter into a business combination agreement (the "Business Combination Agreement") with ADO Properties S.A. ("Ado Properties") in order to create a top-3 residential real estate company in Germany. The agreed upon transaction structure comprises a voluntary public tender offer by ADO Properties for all outstanding shares of ADLER in the form of an exchange offer (the "Offer"). Subject to the final determination of the minimum prices and the offer conditions in the offer document, the implied exchange ratio of 0.4164 shares in ADO Properties for one share in ADLER is determined on the basis of ADO Properties' reported and ADLER's reported fully diluted EPRA NAV per share as of September 30, 2019. Based on the last XETRA closing price of ADO Properties' shares prior to the day of the announcement of the Offer of EUR 34.94, the resulting implied offer price for each ADLER share would amount to EUR 14.55, thus constituting a premium of 17.33 percent over the last XETRA closing price of ADLER's shares prior to the day of the announcement of the Offer of EUR 12.40. The new shares of ADO Properties will carry dividend rights as of January 1, 2019.

The content of the Business Combination Agreement reflects the common understanding of the strategic objectives of the combined group with regard to portfolio diversification, the intended future governance and management structure for the combined group's business, the timeline , and the general support of the Offer by ADLER's Management and Supervisory Boards. ADLER anticipates that its Boards, after having examined the full offer document and subject to obtaining market standard fairness opinions from investment banks confirming the fairness of the exchange ratio in financial terms, will recommend to its shareholders to accept the Offer. The combined business is contemplated to operate under the name of ADLER Real Estate Group.

The combined group intends to secure a build and hold strategy through a right to access the pipeline developed by CONSUS Real Estate ("Consus"). As indicated in the business combination agreement, ADO Properties will acquire in parallel a stake of 22.18% from major shareholders of Consus and intends to enter into a call-option agreement with Consus' largest shareholder on the transfer of further shares in Consus equaling 50.97% of the share capital of Consus.

Closing of the Offer will be subject to antitrust clearance until the expiration of the acceptance period. The final terms and conditions of the Offer will be set forth in the full offer document.

Berlin, December 15, 2019

Adler Real Estate AG
The Management Board