DIC Group, the German public property company with around €11.5bn of assets, is set to incorporate VIB Vermögen now that its takeover has been sealed.
DIC expect the assimilation to occur as of 1 April when the combined group will manage €13bn of assets.
DIC has targeted the smaller company mainly for its logistics assets, which constitute 69% of its portfolio.
On Tuesday evening, the two companies signed a business combination agreement as DIC confirmed that the addition of VIB had led to the acquirer raising its annual financial targets.
DIC, which has been trading for more than 20 years and listed on Germany’s DAX stock exchange since 2006, manages 237 assets and has offices in all 8 major German cities.
It separates its business between a commercial portfolio providing stable cash flows, and an institutional business segment earning recurrent fees from services to national and international investors by structuring and managing investment vehicles.
Meanwhile, VIB Vermögen has been operating since 1993 and as a public property company since 2000. It pursues a ‘buy and hold’ strategy consisting mainly of logistics real estate, but also shopping centres and retail parks, business and service centres.
DIC said it would use its majority stake in VIB to ‘consistently expand its portfolio, particularly in the promising asset class of logistics real estate, and its footprint in southern Germany’.
Gerhard Schmidt, chairman of the supervisory board, said: ‘With the majority acquisition of VIB, which will be fully consolidated by DIC going forward, DIC has impressively demonstrated its growth ambitions and significantly expanded its position within the highly attractive asset class of logistics real estate. It marks another important step for DIC Group's growth strategy.’
Sonja Wärntges, CEO, added: ‘I am pleased to warmly welcome all employees, tenants, and all other stakeholders of VIB aboard DIC Group. Together, we will be starting a new chapter in our company's success story today. DIC aspires to dynamic performance, and we will now take this aspiration to the next level as we pursue ambitious new goals.’
‘We have all the prerequisites in place to sustain our growth in the logistics real estate sector, a market rich in opportunity, and to dynamically expand our position as a leading company in Germany's commercial real estate market.’
The takeover is seeing some senior board members of VIB stay and others depart.
Company founder and chairman of VIB’s supervisory board, Ludwig Schlosser, stays as does Jürgen Wittmann, assistant chairman. Two other members of the supervisory board, however, have resigned, to be replaced by DIC’s Schmidt and Wärntges.
Chairman of the management board, Martin Pfandzelter, and the member of the management board responsible for finance, Holger Pilgenröther, have tendered their resignations. Dirk Oehme, head of finance and accounting at DIC, takes up a position on the new board as an additional member.
Said the company: ‘DIC as incoming majority shareholder regrets the decision by Martin Pfandzelter and Holger Pilgenröther to resign their mandates on the management board of VIB with effect as of 30 June 2022.’
When DIC first made an approach to take over VIB earlier this year, its offer was not universally supported. Indeed, on 22 February the move was officially rejected. VIB stated at the time: ‘VIB takes note of the announcement by DIC Asset AG that it has increased its shareholding in VIB to over 30% through purchases outside of DIC's voluntary public partial acquisition offer. VIB's management board and supervisory board confirm their recommendation to reject the voluntary public partial offer from DIC.’
As of yesterday, DIC said it owned 60% of the outstanding shares.
In the business combination agreement, DIC has agreed to retain the registered seat and actual administrative headquarters as well as the principal business address of VIB in Neuburg a. d. Donau. Additional commitments have been agreed with respect to subsidiaries of VIB.
Said VIG's founder, Schlosser: 'The talks with DIC were very constructive. We share the belief that the successful business model and the proven growth strategy of VIB should be continued. The same kind of continuity will be pursued for the location of Neuburg and our staff.'
'This will secure the company’s ability to continue the success of recent years under the umbrella of DIC Group. I would like to take the opportunity to thank Martin Pfandzelter and Holger Pilgenröther for their tireless efforts. The company has thrived under their leadership. This is documented not least by the record results announced today. I wish both board members good luck and success for their future endeavours.'
In a separate statement, VIG said it had achieved record results, lifting group earnings to €153.7mln.