Dec 15 (Reuters) - ADO Properties SA ADJ.DE :
* DGAP-ADHOC: TAKEOVER OFFER AND BUSINESS COMBINATION
AGREEMENT
ADO PROPERTIES S.A. ./. ADLER REAL ESTATE AG
* ADO PROPERTIES- BASED ON CLOSING PRICE OF CO'S SHARES
PRIOR TO
DAY OF ANNOUNCEMENT OF OFFER, OFFER PRICE WOULD AMOUNT TO EUR
14.55PER SHARE
* ADO PROPERTIES-CO ACQUIRING 22.18% STAKE IN CONSUS FROM
MINORITY
SHAREHOLDERS AT AVERAGE PRICE OF EUR 9.72/ CONSUS SHARE VIA
SHARE PURCHASE AGREEMENTS
* ADO PROPERTIES SA - INTENDS TO ENTER INTO AN OPTION
AGREEMENT
WITH CONSUS' LARGEST SHAREHOLDER AGGREGATE HOLDINGS
* ADO PROPERTIES - PURSUANT TO AN OPTION AGREEMENT, CO
SHALL HAVE
CALL OPTION TO ACQUIRE SHARES IN CONSUS EQUALING 50.97% OF SHARE
CAPITAL OF CONSUS
* ADO PROPERTIES- CO RECEIVED RIGHT TO MATCH THIRD-PARTY
OFFERS ON
AND PURCHASE THOSE ASSETS ON WHICH IT HAS WORKED TOGETHER WITH
CONSUS
* ADO PROPERTIES-TO UNDERTAKE TO CONDUCT VOLUNTARY TENDER
OFFER IN
FORM OF EXCHANGE OFFER TO BUY REMAINING CONSUS SHARES IF CALL
OPTION IT EXERCISED
* ADO PROPERTIES SA - CONSIDERATION FOR ONE SHARE IN CONSUS
SHALL, IN EACH CASE, BE 0.2390 NEWLY ISSUED SHARES IN ADO
PROPERTIES
Source text for Eikon: ID:nEQ3jRCYxa
Further company coverage: ADJ.DE
((Reuters.Briefs@thomsonreuters.com;))