NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
The Executive Board and Supervisory Board of IMMOFINANZ AG decided today to make a voluntary partial public offer (in accordance with the Austrian Takeover Act) for the purchase of a minority interest of up to 29% of the outstanding share capital in CA Immobilien Anlagen AG (“CA Immo”). Based on the current share capital of CA Immo, that represents up to approx. 28.7 million CA Immo shares. The price offered per CA Immo share will equal EUR 18.50. That not only reflects the level paid by O1 Group Limited for 26% of CA Immo (through the purchase of shares from UniCredit Bank Austria AG and through a voluntary partial public offer), but is also approx. 6%, or EUR 1, higher than the closing share price on the Vienna Stock Exchange on Friday, 20 March 2015.
“We expressed our interest in this smaller competitor during the previous year when UniCredit sold its investment in CA Immo, and I can now only repeat the reasons stated at that time: CA Immo fits well with IMMOFINANZ in regard to its core countries and asset classes, and our long-standing experience in Central and Eastern Europe would allow us to support the management in realising their planned course for further expansion in these countries“, indicated IMMOFINANZ CEO Eduard Zehetner. “Our offer will also allow the shareholders – in accordance with the proportional allocation of shares based on the Austrian Takeover Act – who were not included in the O1 partial offer to also sell their shares for EUR 18.50. The same applies to O1 – the resulting funds could then be used for an investment in IMMOFINANZ.”
The offer will be published after examination by the Austrian Takeover Commission. The takeover offer will be contingent, among others, upon the necessary approvals required by antitrust law.
IMMOFINANZ had liquid funds totalling EUR 627.2 million at the end of January 2015, which will increase further following the sale of assets during the final quarter of the current financial year. The offer for the purchase of a 29% interest in CA Immo, i.e. approx. 28.7 million shares based on the outstanding share capital, would only require an investment of approx. EUR 530 million.
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, CA Immobilien Anlagen AG securities. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once it will have been approved by the Austrian Takeover Commission (Übernahmekommission). Investors and holders of CA Immobilien Anlagen AG securities are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important information.
The offer will be made exclusively under the laws of Austria, especially under the Austrian Takeover Act ("Austrian Takeover Act"). The offer will not be executed according to the provisions of jurisdictions (including the jurisdictions of the United States of America (USA), Australia and Japan) other than those of Austria. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Austria have been filed, arranged for or granted. Holders of CA Immobilien Anlagen AG securities cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Austria.
To the extent permissible under applicable law or regulation, and in accordance with Austrian market practice, IMMOFINANZ AG or its brokers may purchase, or conclude agreements to purchase, CA Immobilien Anlagen AG securities, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for CA Immobilien Anlagen AG securities. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Austria or any other relevant jurisdiction.
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" 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.