You have entered the website which IMMOFINANZ AG (“IMMOFINANZ”) has designated for the publication of documents and information in connection with published takeover offers for shares of IMMOFINANZ and financial instruments issued by IMMOFINANZ.
In order to access further information in connection with the takeover offers, visitors of this website are requested to confirm, at the bottom of this page, notice of and agreement to the following legal information and terms and conditions.
Other than in compliance with applicable law, the publication, dispatch, distribution, dissemination or making available of the offer documents or other documents connected with a takeover offer outside of the Republic of Austria is not permitted. IMMOFINANZ does not assume any responsibility for any violation of the above-mentioned provision.
In particular, the takeover offers are not being made, directly or indirectly, in the United States of America, its territories or possessions or any area subject to its jurisdiction, nor may they be accepted in or from the United States of America. Further, the offers are in particular not being made, directly or indirectly, in Australia or Japan, nor may they be accepted in or from Australia or Japan.
The takeover offers are not offers by IMMOFINANZ to acquire shares or financial instruments. IMMOFINANZ therefore does not assume any responsibility for the completeness, accuracy or legality of the offers or their publication.
The offer documents or any other document connected with a takeover offer do not constitute a solicitation or invitation to offer shares or financial instruments in IMMOFINANZ in or from any jurisdiction where it is prohibited to make such invitations or solicitations or where it is prohibited to launch takeover offers by or to certain individuals. The takeover offers have neither been approved by an authority outside the Republic of Austria nor have applications for such approvals been filed.
Shareholders or holders of financial instruments of IMMOFINANZ who come into possession of the offer documents or any other document connected with the takeover offers outside of the Republic of Austria and/or who wish to accept a takeover offer outside the Republic of Austria are advised to inform themselves of the relevant applicable legal provisions and to comply with them.
Any liability of IMMOFINANZ for the non-compliance of third parties with any laws is hereby explicitly excluded.
At the beginning of December 2021, the CPI Property Group (CPIPG) announced its intention to make an anticipatory mandatory offer to IMMOFINANZ shareholders.
On 12 January 2022, CPIPG has published the offer document for its Anticipatory Mandatory Takeover Offer for IMMOFINANZ AG. The offer price equalled EUR 21.20 per share, cum dividend for the financial year 2021, and EUR 102,746.53 per nominal value of EUR 100,000 for the Convertible Bond 2017–2024.
On 10 February 2022, CPIPG modified its Anticipatory Mandatory Takeover Offer for IMMOFINANZ AG. The Share Offer Price has been increased from EUR 21.20 to EUR 23.00 (cum dividend) and the Convertible Bond Offer Price has been increased from EUR 102,746.53 per nominal value of EUR 100,000 to EUR 111,470.29 per nominal value of EUR 100,000.
The results of the acceptance period (12 January to 23 February 2022) were announced on 24 February. CPIPG held an investment of 55.07% of IMMOFINANZ and, therefore, a controlling investment. The threemonth legal extension period for the offer ended on 30 May 2022. As indicated in a notification on 31 May, CPIPG now holds 76.9% of IMMOFINANZ. CPIPG stated in its offer document that it views IMMOFINANZ as an optimal strategic addition to its business and refers to the company’s excellent real estate portfolio in Central Europe. CPIPG has announced its intention to remain a long-term, active shareholder and to support IMMOFINANZ’s development and growth.
Here you can find the statements of the Executive Board, the Supervisory Board and the Employee Works Council of IMMOFINANZ as well as the report of the Expert on the mandatory takeover offer of CPI Property Group (CPIPG) to shareholders and convertible bondholders of IMMOFINANZ.
We have compiled and answered the most frequently asked questions regarding the takeover offer by the bidder CPI Property Group S.A. (CPIPG) for you in the following Q&As. We will continuously add to these Q&As. For detailed explanations, please refer to the supplementary statements of the Executive Board of IMMOFINANZ AG and the Supervisory Board of IMMOFINANZ AG.
1. The Executive Board and Supervisory Board of IMMOFINANZ AG do not make a clear recommendation on whether the shareholders of IMMOFINANZ AG accept or reject the offer of CPI Property Group. What are the main arguments for this approach?
In the opinion of the Executive Board and the Supervisory Board, the increased offer price announced by CPI Property Group (CPIPG) and the increase in the investment in IMMOFINANZ underline the successful development of IMMOFINANZ and the positive outlook on the future business development. However, the increased offer price of EUR 23.00 (cum dividend) per share is still below the current value of the company and does not include an adequate control premium. Moreover, the price of the share before the outbreak of the COVID-19 pandemic and the sustained improvement in the key figures for IMMOFINANZ’s operating activities and the positive business outlook are not reflected.
Based on the acquisition of all IMMOFINANZ shares from S IMMO AG (through the subsidiary CEE Immobilien GmbH), which was agreed upon in connection with the price increase, CPIPG will hold a share of at least 48.18% in IMMOFINANZ after merger clearance and after completing the share purchases, and will consequently obtain a material controlling interest in IMMOFINANZ. It is also very likely that CPIPG will acquire the majority of voting rights in IMMOFINANZ as a result of the offer.
The present offer gives shareholders and bearers of convertible bonds an exit option in connection with CPIPG’s attainment of control – in particular for larger volumes. Against this backdrop, the Executive Board emphasises that a decision to accept or reject the offer must be made by each individual shareholder and bearer of convertible bonds, considering especially advantages and disadvantages, their individual situation and according to their own assessment of future developments.
2. The increased offer price is still below several reference values. Why do you not recommend rejecting the offer?
Although the increased offer price exceeds the volume weighted average price (VWAP) of the last few months before the announcement of the intended offer as well as the uninfluenced closing price of EUR 21.20 per IMMOFINANZ share before the announcement of the offer, the price fluctuations related to the COVID-19 pandemic are not reflected. The price of the IMMOFINANZ share before the outbreak of the COVID-19 pandemic was significantly higher at EUR 26.40, resulting in a discount of 12.88%.
The Executive Board considers the increased offer price of EUR 23.00 per IMMOFINANZ share and the derived increased offer price for the convertible bond inadequate, especially also based on the benchmarks for the IMMOFINANZ share (IFRS book value, EPRA NAV and EPRA NTA per IMMOFINANZ share), the share price before the outbreak of the COVID-19 pandemic and with respect to premiums of other public takeover transactions in the European real estate sector as well as the sustained improvement in the key figures for IMMOFINANZ’s operating activities and the positive business outlook.
However, CPIPG will obtain a controlling interest in IMMOFINANZ based on previously agreed acquisitions of shares. As part of the current offer, it is also highly likely that CPIPG will obtain a majority in IMMOFINANZ. Therefore, CPIPG will be able to exercise significant influence over IMMOFINANZ in the future. In view of that, the Supervisory Board and Executive Board do not make a recommendation on whether shareholders and bearers of convertible bonds accept or reject the offer based on the increased offer price. In the opinion of the Executive Board and the Supervisory Board, a decision regarding accepting or rejecting the offer should be made by the individual shareholders and bearers of convertible bonds themselves, their individual situation and according to their own assessment of future developments.
3. CPI has also invested in S IMMO and shows two possible strategies for your shareholdings in S IMMO in the offer: a possible merger or a sale process for the share in S IMMO held by IMMOFINANZ. What is your strategy for your S IMMO shares?
As we have always emphasised in the past, we are keeping all options open for the investment in S IMMO.
4. According to the offer document, CPIPG expects a high level of control and the ability to significantly influence strategic measures of IMMOFINANZ in compliance with the Austrian Code of Corporate Governance as well as other rules and regulations and in close collaboration with the management and other stakeholders for the benefit of the target company. How does IMMOFINANZ see this?
As a result of the agreed share acquisitions, CPIPG will obtain a share of at least 48.18% in IMMOFINANZ and consequently a material controlling interest in IMMOFINANZ. In addition, it is also highly likely that CPIPG will attain a majority of the voting rights in IMMOFINANZ based on the offer. Consequently, CPIPG will obtain a high level of control and the ability to significantly and sustainably influence strategic measures of IMMOFINANZ in close collaboration with the management.
According to the opinion presented in the offer document, with a view to influencing the strategy in collaboration with the management and the support and development of IMMOFINANZ expressed in the offer document, the acquisition of shares by CPIPG can therefore have a positive effect on the economic development of IMMOFINANZ going forward and additionally support the achievement of the sustainable growth targets.
Nevertheless, IMMOFINANZ has also pursued its successful corporate policy and business strategy independently in the recent past in the interest of all shareholders and for the purpose of maximising their value. By means of a controlling interest, CPIPG can significantly influence and change the strategy and business policy of the target company, which may lead to a business performance deviating from the guidance of the management as well as to a change in the dividend payout policy to shareholders.
5. Which impact will the entry of CPI have on the headquarters in Vienna and the employees?
CPIPG states in the offer document that it currently has no presence in Austria. CPIPG intends to maintain the current structure of the target company and its group, including the headquarters in Vienna, Austria, in all material respects.
According to the offer document, CPIPG does not intend to make significant changes to employment conditions or alter the balance of competences and functions of management and employees. The ongoing participation of the senior management team of IMMOFINANZ is considered important for the future of IMMOFINANZ. However, CPIPG has not yet made a decision regarding the further participation of the senior management team of the target company according to the offer document.
Changes in the terms and conditions for employees resulting from the completion of the offer are not apparent from the offer document, but are not ruled out either.
6. Does CPI plan a complete takeover of, or a merger with, IMMOFINANZ if the offer is successful?
CPIPG considers the acquisition of a controlling interest in IMMOFINANZ an optimal strategic fit for its business and points out that IMMOFINANZ has an excellent property portfolio in the Central European region, where the bidder is already present.
According to the offer document, CPIPG expects to remain a long-term, active shareholder of IMMOFINANZ and to support the development and growth of IMMOFINANZ.
7. Will the IMMOFINANZ share remain listed on the Exchange if the offer is successful?
CPIPG states in the offer document that IMMOFINANZ will remain listed on the Vienna Stock Exchange and the Warsaw Stock Exchange until further notice.
From a legal perspective, a delisting from the Official Market on the Vienna Stock Exchange would be warranted if the legal requirements for admission pursuant to Section 40 (1) of the Austrian Stock Exchange Act (BörseG) 2018 were no longer given (in particular, the legally required minimum free float).
In the case of full acceptance of the offer, CPIPG could acquire all shares in the target company included in the offer. Full acceptance of the offer could therefore result in the fact that IMMOFINANZ no longer meets the minimum requirements for a listing on the Official Market of the Vienna Stock Exchange (Prime Market segment).
8. Does CPI plan a squeeze-out for the remaining shareholders if the offer is successful?
According to the offer document, CPIPG has currently not made a decision as to whether to conduct a squeeze-out pursuant to the Austrian Squeeze-out Act (GesAusG) if, as a result of the offer, it holds more than 90% of the share capital and of the IMMOFINANZ shares with voting rights upon completion of the offer or at a later point in time. According to the offer document, a squeeze-out is currently not intended.
9. When do I have to decide whether I accept this offer and will there be an additional acceptance period?
The offer can be accepted up to and including 23 February 2022, 17:00 local time Vienna. CPIPG has reserved the right to extend the acceptance period.
Since the offer is an anticipatory mandatory offer, a mandatory additional acceptance period will take place. The additional acceptance period starts on the day of the publication of the result of the offer and lasts three months.
Insofar as the bearers of IMMOFINANZ shares or convertible bonds wish to accept the offer, they can accept the offer either during the acceptance period or during the additional acceptance period.
10. If I accept the offer, when can the settlement of the offer expected? Can I dispose over my shares until then?
If you accept the offer and submit your shares, the shares submitted will not be traded on the stock exchange until the settlement of the offer. In addition, all shares for which the offer has been accepted will be blocked until the expiry of the offer period. This means that shareholders cannot dispose over their shares during the acceptance period and, in particular, cannot sell them on the stock exchange because the shares are blocked.
The settlement of the offer for shares and convertible bonds which are submitted during the original acceptance period (until 23 February 2022) has been announced for March 2022.
11. Which effects does the majority stake of CPIPG have on me as an IMMOFINANZ shareholder?
As a matter of principle, the “one share – one vote” rule applies at IMMOFINANZ, meaning that all shareholders have the same rights and duties and participate in the company’s business success according to their shareholdings (dividend and share performance). In late January, the investment fund Petrus Advisers and S IMMO AG (via the subsidiary CEE Immobilien GmbH) agreed with CPIPG to sell all their IMMOFINANZ shares to CPIPG. CPIPG will therefore obtain a share of at least 48.18% in IMMOFINANZ as part of the anticipatory mandatory offer, and consequently a material controlling interest in IMMOFINANZ. Free float currently amounts to roughly 51.82%. Based on the offer, the bidder will probably be able to further increase its share in IMMOFINANZ, which would further reduce free float.
A decline in free float of IMMOFINANZ may have disadvantages for the shares’ liquidity, among other things.
CPIPG expects to attain a high level of control and the ability to strongly and sustainably influence future strategic measures of IMMOFINANZ in close collaboration with the management and other stakeholders for the benefit of IMMOFINANZ. According to the opinion presented in the offer document, the acquisition of shares by CPIPG can therefore have a positive effect on the economic development of IMMOFINANZ going forward and additionally support the sustainable growth targets. At the same time, CPIPG can significantly influence and change the strategy and business policy of IMMOFINANZ by obtaining control, which may lead to a business performance deviating from the guidance of the management and, consequently, also to a change in the dividend payout policy to shareholders.