The transaction is subject to conditions precedent, in particular merger control clearance in Austria, Germany and other jurisdictions as well as approval by the supervisory board of IMMOFINANZ AG and approval of the management board of CA Immofor the transfer of the registered shares.
The purchase price amounts to EUR 23.50 per share. Total value of the transaction is approx. EUR 604 million which is intended to be funded with additional debt and the issuance of a convertible bond.
In connection with the acquisition of the CA Immo stake, EG Immobilien Europe Limited (Cyprus) has granted IMMOFINANZ AG a call option to buy back those IMMOFINANZ shares which they may be holding 12 months after closing of the CA Immo stake purchase at the then prevailing market price and subject to the regulations for share repurchases.
IMMOFINANZ has proposed that the acquisition of the CA Immo stake is a first step towards a planned full combination of IMMOFINANZ and CA Immo by way of a statutory merger (“Verschmelzung”). Prior to the envisaged merger, IMMOFINANZ is planning to demerge or sell its Russian asset portfolio which is characterised by different market dynamics and a higher risk profile.
Dr. Oliver Schumy, CEO of IMMOFINANZ said: “Today’s announcement marks another very important step in the transformation of IMMOFINANZ. With the acquisition of the stake in CA Immo and the decision to dispose our Russian portfolio we now have created the basis for this merger. The combined company will be a leading real estate company in Central and Eastern Europe. The portfolios of both companies are very complimentary and we expect significant synergies from the transaction.”
Frank Nickel, CEO of CA Immo said: “The strategic logic of a combination between CA Immo and IMMOFINANZ is clear. Substantial synergies could be created from such a combination, which of course would be subject to shareholder approval. We are looking forward to initiating a meaningful dialogue with IMMOFINANZ about a combination of our two companies to the mutual benefit of both sets of shareholders.”
Dr. Wolfgang Ruttenstorfer, Chairman of CA Immo added: “A merger of CA Immo with IMMOFINANZ is the logical evolution for our company. We believe it is now the right time for such a transaction.”
IMMOFINANZ and CA Immo will initiate a dialogue to discuss a statutory merger under the Austrian stock corporation act subject to a 75 percent majority approval of the shareholders of both companies on the basis of a merger report prepared by the boards of both parties. The Austrian stock corporation act also requires that the exchange ratio of the statutory merger is based on a fundamental valuation of both companies which will then be audited by a court appointed merger auditor. The parties assume that the shareholder meetings to approve the statutory merger would take place in 2017. (source: Immofinanz)
