With share purchase agreement dated 17 April 2016, IMMOFINANZ AG has agreed to acquire 25,690,163 bearer shares (corresponding to a participation of approximately 26%) in CA Immobilien Anlagen Aktiengesellschaft (“CA Immo”) from Terim Limited (Cyprus) and 4 registered shares in CA Immo from O1 Group Limited (Cyprus). 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 Immo for 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.
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. 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.
The outlook for IMMOFINANZ’s distribution policy for the 2015/16 financial year and the 2016 abbreviated financial year, which was announced on 2 February 2016, remains unchanged.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume", "plans" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of IMMOFINANZ AG and the persons acting together with IMMOFINANZ AG. Such forward-looking statements are based on current plans, estimates and forecasts, which IMMOFINANZ AG and the persons acting together with IMMOFINANZ AG have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by IMMOFINANZ AG or the persons acting together with IMMOFINANZ AG. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.