With ad-hoc announcement of 23 March 2015 IMMOFINANZ AG announced a voluntary partial public offer (section 4 et. seq. Austrian Takeover Act) for up to 29% of the share capital of CA Immobilien Anlagen AG. The management board has resolved today not to propose a resolution in tomorrow’s extraordinary shareholders’ meeting for the authorisation of the partial offer. Thus the partial offer for shares in CA Immobilien Anlagen AG will not be executed.
The reason for the decision is that the ordinary shareholders’ meeting of CA Immobilien Anlagen AG on 28 April 2015 will – as proposed by O1 Group Limited – resolve upon amendments to the articles of association in order to increase the required majority for the dismissal of supervisory board members from single majority to 75% majority. Because of the 26% shareholding of O1 Group Limited it has to be assumed that the resolution to amend the articles of association will be passed. After that O1 Group Limited will be in the position to block resolutions to dismiss supervisory board members.
Against this background a partial offer for shares in CA Immobilien Anlagen AG is no longer deemed reasonable because an adequate influence of IMMOFINANZ on the supervisory board will not be possible due to the increase of the quorum to a 75% majority.