IMMOFINANZ AG acquires 28,241,094 shares in S IMMO AG from CPI Property Group SA
Notice of a related-party-transaction
pursuant to section 95a para 5 AktG
IMMOFINANZ AG acquires 28,241,094 shares in S IMMO AG from CPI Property Group SA
IMMOFINANZ AG and GENA NEUN Beteiligungsverwaltung GmbH, a 100% subsidiary of IMMOFINANZ AG, have each today entered into share purchase agreements for the acquisition of a total of 28,241,094 shares in S IMMO AG from CPI Property Group SA as well as agreements on long-term credit facilities with CPIPG.
The following information is provided in relation to this transaction:
Name of the related party: CPI Property Group SA ("CPIPG")
Type of related party relationship: CPIPG holds 75% of the shares in IMMOFINANZ AG ("IMMOFINANZ").
Date of transaction: The transaction agreements were signed today, 25 September 2024, with the closing to take place immediately thereafter.
The purchase price amounts to EUR 608.5 million or EUR 21.55 per S IMMO share and results from the cash compensation of EUR 22.05 to be paid to the minority shareholders of S IMMO AG in the course of the planned squeeze-out, less a discount of EUR 0.50 per share. The purchase will be partly financed through a long-term credit facility (loan) totaling EUR 500 million at market conditions, provided to IMMOFINANZ and GENA NEUN Beteiligungsverwaltung GmbH by CPIPG.
The value of the transaction alone does not exceed the 10% threshold pursuant to section 95a para 5 Austrian Stock Corporation Act (AktG). Publication in accordance with section 95a para 5 AktG is made for reasons of transparency.
Further information: The cash compensation determined for the planned squeeze-out is based on a company valuation of S IMMO by PwC Advisory Services GmbH using the discounted cash flow method ("DCF method") in accordance with the Professional Guidelines of the Expert Committee on Business Administration and Organization of the Austrian Chamber of Tax Consultants and Auditors for the valuation of businesses (adopted at the meeting of the Expert Committee for Business Administration and Organization on 26 March 2014 (KFS/BW 1)), taking into account the additional recommendations and plausibility assessment of the company value of S IMMO determined on the basis of the DCF method applying the multiplier method (EPRA NTA multiples, trading multiples such as FFO and EBITDA). BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, as the court-appointed expert auditor pursuant to section 3 para 2 Austrian Squeeze-out Act (GesAusG), has examined the adequacy of the cash compensation in accordance with the GesAusG. This information serves to assess that the purchase price and the other conditions of the transaction are adequate and reasonable (section 95a para 5 AktG).
