Archive 2007

Recommended Merger of Hypo Real Estate Holding AG and DEPFA BANK plc by means of a Scheme of Arrangement under the Irish Companies Act

Ad hoc statement according to Irish Market Abuse Regulations

The Boards of Hypo Real Estate Holding AG (HRE) and DEPFA BANK plc (DEPFA) have reached agreement on the terms of a merger of the two businesses by way of a recommended acquisition by HRE of the entire issued share capital of DEPFA by means of a scheme of arrangement under Section 201 of the Irish Companies Act, 1963. As a result of these arrangements, DEPFA will become a wholly-owned subsidiary of HRE.

If the Scheme of Arrangement becomes effective, DEPFA shareholders will receive:

€ 6.80 in cash and 0.189 new HRE share⁽¹⁾ for every DEPFA share held by them.

Based on the closing price on 20 July 2007 (being the last business day prior to this statement) of € 49.17 for a HRE share the merger values each DEPFA share at € 16.14, and values the entire issued share capital of DEPFA at approximately € 5,696 million.

The consideration offered to the DEPFA shareholders in the course of the merger represents:

• a premium of approximately 17 % to the closing price of € 13.80 per DEPFA share on 20 July 2007 (being the last business day prior to this statement);
• a premium of approximately 19 % to the three month (to 20 July 2007) average closing price of € 13.57 per DEPFA share; and
• a multiple of 11.2 times underlying earnings of € 507 million for the twelve months to 31 December 2006.

The Scheme of Arrangement is subject to the approval of the Irish High Court. To become effective, the Scheme of Arrangement requires, amongst other things, the approval at a shareholder meeting convened by the Irish High Court of a majority in number of holders of DEPFA shares representing 75 % or more in value of the DEPFA shares held by such holders present and voting either in person or by proxy, as well as the approval by DEPFA shareholders of resolutions relating to the implementation of the Scheme of Arrangement at an extraordinary general meeting. In addition, the implementation of the Scheme of Arrangement is subject to clearance by competent antitrust and banking regulatory authorities and other conditions customary for this a transaction of this nature.

For further information in relation to the merger and the Scheme of Arrangement please see the Announcement which is available on the Internet under http://www.depfa.com and which contains a full description of the conditions for the implementation of the merger and the Scheme of Arrangement.

(1) These are approximations. The precise cash amount will be the quotient of € 2,400,000,000 and 353,019,720 and the precise exchange ratio will be the quotient of 67,036,087 and 353,019,720.

This ad hoc statement does not constitute an offer to purchase, sell, subscribe or exchange or the solicitation of an offer to purchase, sell, subscribe or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the merger or the Scheme of Arrangement or otherwise.

Any decision in relation to the merger or the Scheme of Arrangement should be made only on the basis of the information contained in the Scheme Document or any document by which the merger and Scheme of Arrangement are made.

The distribution of this ad hoc statement  in or into certain jurisdictions may be restricted by the laws of those jurisdictions.

Dublin, 23 July 2007

DEPFA BANK plc
1, Commons Street
Dublin 1, Ireland

ISIN: IE0072559994WKN: 756818

Listed: Amtlicher Markt in Frankfurt am Main (Prime Standard); Freiverkehr in Berlin-Bremen, Stuttgart, Muich, Hamburg, Düsseldorf

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