CPI Europe AG — M&A Activity 2008

Jun 30, 2008

News Details

Ad-hoc | 30 June 2008 07:23

IMMOFINANZ AG: IMMOFINANZ and IMMOEAST plan to purchase entire real estate division of Constantia Privatbank

IMMOFINANZ AG / Miscellaneous

Release of an Ad hoc announcement, transmitted by DGAP - a company of
EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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IMMOFINANZ and IMMOEAST plan to purchase entire real estate division of
Constantia Privatbank

· Joint acquisition of the real estate asset management business and,
amongst others, CPB Immobilien KAG, CPB Immobilientreuhand GmbH, IMV
GmbH, Constantia Immobilien Development GmbH and CREDO Real Estate AG

· The purchase will lead to an 'internalisation' of management at
IMMOFINANZ and IMMOEAST

· EUR 176 m to be paid by IMMOFINANZ for a 40% stake in the real estate
division

· No overlaps in personnel between Constantia Privatbank and
IMMOEAST/IMMOFINANZ in future

Vienna, 30 June 2008. IMMOFINANZ, listed in the Prime Market segment on the
Vienna stock exchange, and its subsidiary IMMOEAST will – provided that
approval is given at the extraordinary general meeting on 25 July 2008
(IMMOEAST) and 23 July 2008 (IMMOFINANZ) – jointly purchase the real estate
division of Constantia Privatbank for a total purchase price of EUR 440 m.
IMMOFINANZ will pay EUR 176 m of this sum, thereby acquiring 40 percent of
Constantia Privatbank's real estate division.

Constantia Privatbank's real estate division notably includes the following
business areas and subsidiaries:

· Real estate asset management: Asset management platform for IMMOFINANZ
and IMMOEAST, open-ended real estate funds, closed-ended real estate
funds etc.; market value of the managed properties: EUR 19.5 bn

· CPB Immobilien KAG: Open-ended real estate fund 'Constantia Real
Estate' with investments in Germany and Austria.

· IMV Immobilien Management und Verwaltung GmbH: Property and facility
management of 3.5 m sqm of properties in Austria, Germany, Hungary,
Czech Republic, Slovakia, Poland and Romania.

· Constantia Immobilien Development GmbH: Property developer. Business
areas: condominions for sale, structured real estate investment
products, medium and large-scale projects in Austria and Central
Europe; project volume 2007: approximately EUR 300 m

· CREDO Real Estate AG: Asset manager for institutional real estate funds
and property developer; projects in Austria, Germany, Hungary, Czech
Republic, Slovakia, Poland and Latvia. 2007 project volume of
approximately EUR 400 m.

· CPB Immobilientreuhand GmbH (49%): Broker with subsidiaries in Hungary,
Czech Republic, Slovakia, Poland and Romania. Brokered space in 2007:
280,000 sqm.

Structure of the planned acquisition:

· Constantia Privatbank's real estate activities will be demerged and
incorporated in the newly founded I&I Real Estate Asset Management AG
('I&I').

· Upon the acquisition coming into effect, IMMOFINANZ will acquire 40 %
of the shares in I&I for a purchase price of approximately EUR 176 m
and IMMOEAST will acquire 60 % of the shares in I&I for a purchase
price of EUR 264 m. The sellers are Constantia Packaging B.V. and
Constantia AG.

· The acquisition of a 40 percent share in I&I by IMMOFINANZ is
conditional upon the demerger coming into legal effect in addition to,
amongst others conditions, successful conclusion of the purchase
agreement with IMMOEAST governing the remaining 60 % of the shares in
I&I and approval by the competition authorities, if required.

Future corporate structure:

· Upon completion of the acquisition, I&I will be a joint subsidiary of
IMMOFINANZ and IMMOEAST. With a staff of approx. 600 it would render
all management services to IMMOFINANZ and IMMOEAST. Within the scope of
the other business areas acquired from Constantia Privatbank, real
estate services (asset management, open-ended real estate funds,
closed-ended real estate funds, property and facility management,
development and brokering) can then also be provided to third parties.
Earnings from I&I's management contracts and other real estate services
could then in the future be distributed to I&I shareholders IMMOFINANZ
and IMMOEAST.

· In the future, there will be no overlaps in personnel between
Constantia Privatbank and IMMOFINANZ/IMMOEAST. Asset management for
IMMOFINANZ and IMMOEAST properties will in the future be handled by
joint subsidiary I&I and no longer by Constantia Privatbank.

· Dr. Karl Petrikovics will remain CEO of IMMOFINANZ and IMMOEAST and
will resign as CEO at Constantia Privatbank at the end of June 2008.

· Norbert Gertner will leave the boards at IMMOFINANZ and IMMOEAST at the
end of June 2008 but remain a member of the board at Constantia
Privatbank.

· Daniel Riedl, Christian Thornton and Michael Wurzinger will join the
board of IMMOFINANZ.

Strategic outlook of the planned acquisition:

· Upon conclusion of the acquisition, IMMOFINANZ and IMMOEAST will
together cover the entire real estate value added chain by means of
their own real estate investments and services provided by their
subsidiary I&I Real Estate Asset Management AG.

· I&I can benefit from the entire growth potential of Constantia
Privatbank's newly acquired real estate division.

· Integrating Constantia Privatbank's real estate division within
IMMOFINANZ and IMMOEAST opens up opportunities in new business areas.
In particular, I&I will manage and float real estate funds for
institutional investors.

Purchase price:

IMMOFINANZ management contract: EUR 146 m
IMMOFINANZ stakes in other real estate activities: EUR 30 m
Total EUR 176 m

The purchase price was based on an appraisal by Ernst & Young, it is around
4.3 times the management fees for 2008. Only the fixed portion of the
management fee was used to calculate the value of the management contract,
performance fees that could have been due over the coming years were not
taken into account.

Effects on earnings and key corporate figures:

In addition to the comprehensive strategic opportunities that open up to
IMMOFINANZ and IMMOEAST as a result of the take over of Constantia
Privatbank's real estate activities, the management also expects a direct
and significant improvement in earnings and key corporate figures of the
IMMOFINANZ/IMMOEAST Group.

Increase in EBITDA (IMMOFINANZ/IMMOEAST Group) € 80 m – € 100 m

                              IMMOEAST          IMMOFINANZ

Increase in earnings / share € 0.06 – € 0.07 € 0.11 – € 0.14
Increase in cash flow / share € 0.10 – € 0.12 € 0.17 – € 0,22

The positive effects forecasted by the management for EBITDA,
earnings/share, cash flow/share and other key corporate figures are a
result of the management fees that will be retained by IMMOFINANZ and
IMMOEAST in future, earnings from other asset management activities (e.g.
open-ended and closed-ended real estate funds) as well as profits from
subsidiaries CPB Immobilientreuhand, IMV, CPB Immobilien KAG, Constantia
Immobilien Development and CREDO.

Margit Hermentin
investor@immofinanz.com
+43 1 532 06 39 - 0

30.06.2008 Financial News transmitted by DGAP

Language: English
Issuer: IMMOFINANZ AG
Bankgasse 2
A-1010 Wien
Österreich
Phone: 0043 /1/ 536 16 - 461
Fax: 0043 /1/ 536 16 - 491
E-mail: investor@immfinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Foreign Exchange(s) Wien

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