By Arno Schuetze and Matthias Inverardi
FRANKFURT (Reuters) -German real estate company Vonovia is launching a fresh attempt to buy rival Deutsche Wohnen (OTC:DTCWY) with a sweetened bid valuing the company at 19.1 billion euro ($22.7 billion), it said on Sunday.
Vonovia is planning to submit a new offer at 53 euros per Deutsche Wohnen share, subject to approval by German financial watchdog BaFin. Last month, Vonovia narrowly missed the 50% threshold with its agreed bid worth 52 euros a share.
The country's biggest merger this year would create a European real estate giant with 550,000 apartments whose combined book value stands at more than 80 billion euros. It comes as Deutsche Wohnen has become the focus of popular anger in Berlin over tenant rights and affordable housing.
Since the failure of its offer last month, Vonovia has secured just below 30% of the shares in its rival, some of them by buying treasury shares at 52 euros apiece. It now needs a Bafin waiver - which is seen as a formality - to immediately file a new offer and not wait for a year with a new bid.
Vonovia is keeping key terms of the transaction unchanged, including the minimum acceptance threshold of 50%.
But according to the new offer Vonovia will not strike a domination agreement with Deutsche Wohnen for three years, giving hedge funds an incentive to tender their shares quickly.
"With that, we kill the speculative element", Vonovia Chief Executive Rolf Buch told Reuters, adding Vonovia introduced an additional clause that provides shareholders get their money sooner if they tender their shares quickly.
The offer announced in May failed as some shareholders declined to tender their shares on a view it undervalued Deutsche Wohnen.
Separately, a number of hedge funds tendered none or only a small amount of their holdings in anticipation of getting more for their shares at a later stage.
Under German law, any acquirer can strike a so-called domination agreement once it crosses a 75% share ownership threshold, allowing it control of the target company's cashflows. The acquirer must, however, in that case offer compensation to holdouts that is typically above the original offer price.
"We have taken the speculative elements out of the deal structure", Buch said, referring to the fact that no such domination agreement is planned for three years.
An initial attempt in 2016 by Vonovia to buy Deutsche Wohnen failed on resistance by the target, but this time Deutsche Wohnen's CEO favours the deal, which Deutsche Wohnen reiterated was still the case on Sunday.
The merger plans of Germany's two biggest listed landlords are controversial in Germany because of tensions over soaring rents ahead of general elections in September. Executives have promised the merged company would work with politicians to provide affordable housing.
"We stand by our commitments as a reliable political partner to use our combined strength to tackle the challenges of the housing market", Buch said.
($1 = 0.8428 euros)