THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR TO ANY COUNTRY IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE UNLAWFUL.
Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential international proxy advisors, recommend that the shareholders of S IMMO AG approve the cancellation of the maximum voting right at the shareholders’ meeting on 24 June. This change in the articles of association is an important precondition for the takeover offer by IMMOFINANZ to S IMMO shareholders, and the terms of the offer do not permit the completion of the takeover offer without this approval. Numerous institutional investors have already announced their intention to support this proposal by IMMOFINANZ.
The vote on this provision of the articles of association protects shareholders‘ interests because the cancellation of the maximum voting right is explicitly linked to the success of the takeover offer, as both voting rights consultants confirm in their recommendations. The offer documents state that shareholders only decide in favour of the cancellation of the maximum voting right if the takeover offer by IMMOFINANZ is successful. If the takeover offer is not completed, the maximum voting right will remain fully in effect. S IMMO shareholders can therefore securely decide on the cancellation of the maximum voting right.
The shareholders’ meeting will take place on 24 June. The acceptance period for the takeover offer runs for a further 22 days to 16 July 2021. This gives shareholders enough time and sufficient information to decide on the acceptance of the offer with full knowledge of the facts.
According to the offer terms, the takeover offer cannot be completed if the maximum voting right remains in effect and S IMMO shareholders would not have the opportunity to benefit from the attractive offer price of EUR 22.25 per share.
All information on the takeover offer and the S IMMO shareholders‘ meeting, including questions and answers (Q&As), can be found under www.immofinanz.com/simmo.
This announcement is issued by IMMOFINANZ AG (IMMOFINANZ) in connection with the takeover offer for the shares of S IMMO AG (Takeover Offer) and is for information purposes only. It is neither an offer to purchase nor a solicitation to sell securities of S IMMO AG (S IMMO) or IMMOFINANZ.
The conditions and further provisions relating to the Takeover Offer are disclosed in the offer document in accordance with the provisions of the Austrian Takeover Act. Only the terms and conditions of the offer document are decisive. Investors and holders of S IMMO shares are strongly recommended to review the offer document and all other documents related to the Takeover Offer, as they contain important information.
The offer will be conducted solely on the basis of the applicable provisions of the Austrian law, in particular the Austrian Takeover Act. Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a takeover offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction. The offer will not be conducted in accordance with the legal requirements of jurisdictions (including United States of America (USA), Australia and Japan) other than Austria. Accordingly, no notices, approvals or authorizations for the offer have been filed, caused to be filed or granted outside of Austria. Holders of securities should not rely on being protected by the investor protection laws of any jurisdiction other than Austria. IMMOFINANZ therefore does not assume any responsibility with regard to the Takeover Offer for compliance with laws other than the laws of Austria.
To the extent this presentation contains forward-looking statements concerning IMMOFINANZ or S IMMO, such statements do not represent facts and are characterized by the words such as "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of IMMOFINANZ. These forward-looking statements are based on current plans, estimates and forecasts, but 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. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. It is possible that IMMOFINANZ will change its intentions and assumptions reflected in documents and announcements or in the published offer document also after publication of these documents, announcements or the offer document.
To the extent permissible under applicable law or regulation, IMMOFINANZ or its brokers may purchase, or conclude agreements to purchase, S IMMO shares, directly or indirectly, outside the scope of the intended Takeover Offer, before, during or after the period in which the Takeover Offer remains open for acceptance. 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.