
Deutsche Wohnen and Vonovia Build Europe’s Largest Residential Real Estate Group
In a landmark transaction that has upended the European real estate market, Sullivan & Cromwell is advising long-standing client Deutsche Wohnen on its merger with fellow real estate group Vonovia, executed through a €19 billion ($22.5 billion) cash takeover offer by Vonovia. The transaction is this year’s biggest merger in Europe and the biggest ever in the region’s real estate sector. The deal creates Europe’s largest residential real estate group, with a combined market capitalization of €45 billion ($54.9 billion). The combined company operates under the name Vonovia SE and owns more than 550,000 apartments with a gross asset/real estate value of approximately €90 billion.
A new business combination agreement was signed on August 1, following a previous voluntary public takeover offer by Vonovia for Deutsche Wohnen in May. By October 7, after the end of the regular acceptance period of the voluntary takeover offer, Vonovia had obtained 60.3 percent of the voting rights of Deutsche Wohnen and will become majority shareholder of the real estate company. This finalizes the deal.
The Deutsche Wohnen/Vonovia merger is the friendly return of a business combination discussed in the market for almost a decade. It comes more than five years after S&C led Deutsche Wohnen’s successful defense against Vonovia’s unsolicited €14 billion proposed public takeover offer, one of Germany’s largest hostile takeover battles ever.
S&C assembled a multidisciplinary team for this significant transaction. Lawyers from our Frankfurt office are leading the M&A and finance work, while European and German competition lawyers in Brussels and Frankfurt are addressing clearance matters.
This deal is the next step along S&C’s way of shaping the German residential real estate market for more than a decade:
- The team has represented Deutsche Wohnen in all its capital markets and major financing transactions, including various large capital raisings and bond transactions, since 2009.
- We also advised Deutsche Wohnen on its €3.6 billion tender offer for GSW Immobilien, taking over the then third-largest publicly listed German real estate group.
- Our Frankfurt team advised Vonovia not only as issuer’s counsel on its IPO in 2013, but also on the €3.9 billion acquisition of its competitor Gagfah, the then third-largest publicly listed German real estate group.
- After S&C client Deutsche Wohnen had launched a takeover offer for LEG Immobilien (the then third-largest publicly listed German real estate group) in 2015, we led Deutsche Wohnen’s successful defense against the unsolicited takeover Vonovia launched in consequence thereof.
- S&C also represented Deutsche Wohnen on its attempted acquisition of Austria’s conwert Immobilien Invest.
- We advised Goldman Sachs as the financial adviser to Austria’s BUWOG in connection with Vonovia’s voluntary public takeover offer for BUWOG.
- We further advised Instone Real Estate, LEG Immobilien, Isaria Wohnbau and several other German residential real estate companies on their IPOs and/or M&A activities.
Learn more about S&C’s M&A and Commercial Real Estate practices and our European offices.
Meet members of our team.



