Vonovia CEO Rolf Buch initiated his third attempt to take over competitor Deutsche Wohnen with the sentence: "We did our homework this time." speculated a higher price - which was why Vonovia failed to meet its own minimum acceptance threshold of 50 percent.
From a speculator's point of view, the plan worked: Vonovia increased its offer by one euro, from 52 to 53 euros per share.
Buch later emphasized his message not to allow himself to be blackmailed by informing the shareholders of Deutsche Wohnen that they could not expect a dividend in the next few years. A wink with the fence post: Kindly sold at the price, there won't be a better one.
The thriller about the billion-dollar takeover has now got a new chapter. Because one week before the end of the next acceptance period, Buch simply cleared all of the terms and conditions of the offer, removing the minimum acceptance threshold of 50 percent. This means that practically nothing stands in the way of the takeover. Vonovia currently holds almost 30 percent of the share capital of Deutsche Wohnen and has secured more than 40 percent of the competitor's shares through contracts with investors. In addition, the index funds, which make up a large part of the Deutsche Wohnen shareholder base, are then allowed to surrender their shares in a second step. Vonovia should thus significantly exceed the 50 percent mark in the longer term. The first acceptance period has now been postponed by two weeks to October 4th at midnight.
Nobody wants to risk failure
However, Germany's largest landlord does not appear sovereign as a result of the measure.
It seems like an admission that it could have been tight at the repeated attempt with the self-set minimum threshold of 50 percent.
This would even put their own jobs at risk for everyone involved, as the management and supervisory boards of both companies are unanimously behind the transaction.
Buch had always ruled out another attempt.
“It works or it just doesn't work,” Buch had said.
However, the company wants to prevent it from working out by all possible means, which is why the strategy shift came about.
Especially for the critics of the housing corporations, this bumpy takeover is a hit: in Berlin the alliance “Expropriate Deutsche Wohnen und Co.” has already received great approval, and the citizens' initiative even pushed through a referendum in the capital for the day of the Bundestag election.
They fear that the concentration in the housing market is bad for tenants, while Vonovia and Deutsche Wohnen emphasize that together they could better shoulder the challenges posed by the housing shortage and climate protection.
What is the point of the threshold anyway?
The capped minimum acceptance threshold is now the strongest signal to the market: We will definitely pull it through whether you want to sell or not. A squeeze-out, where speculators could cash in again, is also not pending for the time being. Nobody knows exactly what will happen to Deutsche Wohnen's share price as soon as Vonovia has secured the majority. Especially for those who got in late in order to benefit from the higher offer price, this should be a veritable selling point, as the share may fall below the price they paid themselves to get 53 euros per share.
Now one can ask whether these minimum acceptance thresholds really make sense, or whether they are not mainly used by third parties to exert pressure. It happens again and again that they are lowered or canceled entirely because shareholders withhold their shares. However, Vonovia first submitted to these rules of the game and acted self-confidently. This self-confidence has now been scratched again. Even if the billion-euro takeover is now successful: it is truly not a glory sheet.