CPI Europe AG — M&A Activity 2015

Apr 8, 2015

News Details

Corporate | 8 April 2015 09:44

IMMOFINANZ Executive Board recommends non-acceptance of CA Immo/O1 partial offer – ‘Not in the interests of all shareholders’

DGAP-News: IMMOFINANZ AG / Key word(s): Real Estate

2015-04-08 / 09:44

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The Executive Board of IMMOFINANZ AG recommends that shareholders do not
accept the partial public offer of EUR 2.80 per IMMOFINANZ share. This
recommendation is included in the legally required statement by the
Executive Board that was published today on the voluntary partial public
takeover offer by PHI Finanzbeteiligungs und Investment GmbH (a wholly
owned subsidiary of CA Immobilien Anlagen AG) and O1 Group Limited.

"The offer does not adequately consider the interests of all IMMOFINANZ
shareholders. In consideration of the current business activities and
prospects for IMMOFINANZ, the Executive Board has reached the conclusion
that the offer price of EUR 2.80 per share is inappropriate", stated the
IMMOFINANZ Executive Board. This viewpoint is supported by a statement
(Fairness Opinion) issued by VICTORIAPARTNERS.

The Supervisory Board of IMMOFINANZ agrees with and supports this statement
by the Executive Board.

With regard to their personal investments in IMMOFINANZ shares, the members
of the Executive and Supervisory Boards confirm that they will naturally
not accept the offer.

Inappropriateness of the offer price

The offer price of EUR 2.80 is approx. 36.4% below the EPRA NAV per
IMMOFINANZ share (EUR 4.40 as of 31 January 2015) and slightly higher than
the current share price (closing price of the share on the Vienna Stock
Exchange on 2 April 2015: EUR 2.76).

In the opinion of the Executive Board, an evaluation of the IMMOFINANZ
share price level must also take into account the current exceptional
situation. This situation is related to the property portfolio in Russia,
which has had a particular negative effect on the market valuation of the
IMMOFINANZ share. According to an estimate by the Executive Board, the
offer price would still be roughly 25% below a revised EPRA NAV per share
even when considering a hypothetical extreme scenario - e.g. assuming the
attributable NAV contribution of the property portfolio in Russia to be
zero. However, the Executive Board considers this type of negative scenario
for the property portfolio in Russia to be virtually impossible.

The Executive Board is convinced that IMMOFINANZ is currently in a
transition phase that is influenced by various effects. In addition to the
exceptional situation in Russia, the transition phase also involves the
real estate markets in the core countries of Eastern Europe and the
upcoming reinvestments of IMMOFINANZ's equity that was released by the
monetisation programme carried out during the past year (in particular,
BUWOG). The Executive Board is convinced that the continuation of the
current strategy will have a positive influence on the development of the
IMMOFINANZ share price.

Effects on IMMOFINANZ and the shareholder structure

Additional considerations which, among others, were taken into account for
the statement issued by the Executive Board:

Attainment of a blocking minority: In the event of a corresponding take-up
of the offer, it can be assumed that the bidders will gain a blocking
minority at the IMMOFINANZ general meetings for decisions requiring a
qualified majority (3/4 majority). That would enable the bidders to block
resolutions which require a 3/4 majority, for example capital measures
under the exclusion of subscription rights.

Risk of a de facto attainment of control without a legal obligation to make
a takeover offer: The average turnout at the IMMOFINANZ general meeting is
around 26.62% of the share capital (determined from the last five
IMMOFINANZ shareholder meetings). It is therefore possible that the bidders
- also in combination with an increase in holdings either parallel or
subsequent to the offer - obtain a relative voting majority at the
IMMOFINANZ general meeting and thereby gain de facto control of the passing
of resolutions with a simple voting majority - with the consequence that no
legal obligation to launch a mandatory offer to all IMMOFINANZ shareholders
and security holders would be triggered for the bidders.

Negative effects on IMMOFINANZ's positioning on the capital market: A de
facto obtaining of control could have a negative influence on the company's
position on the capital market and reduce the attractiveness of IMMOFINANZ
shares, above all for institutional investors. It could also substantially
limit and impair IMMOFINANZ's strategic options.

IMMOFINANZ has appointed Deloitte Audit Wirtschaftsprüfungs GmbH, 1010
Vienna, as the independent expert in accordance with § 13 of the Austrian
Takeover Act. In addition, VICTORIAPARTNERS GmbH, Frankfurt, and bpv Hügel
Rechtsanwälte OG are also advising IMMOFINANZ in connection with this
offer.

The statements by the Executive Board and Supervisory Board of IMMOFINANZ
AG on the voluntary partial public takeover offer by PHI Finanzbeteiligungs
und Investment GmbH and O1 Group Limited are available on the company's
website under www.immofinanz.com/en/investor-relations/ and on the website
of the Austrian Takeover Commission under www.takeover.at

Disclaimer
This announcement is for information purposes only and neither constitutes
an invitation to buy or sell, nor an offer to purchase or to sell,
IMMOFINANZ AG securities. This announcement and the statements (sec 14
Austrian Takeover Act) of the management board and the supervisory board of
IMMOFINANZ AG with respect to the partial offer for shares of IMMOFINANZ AG
(sec 4 et. seq. Austrian Takeover Act) of PHI Finanzbeteiligungs und
Investment GmbH and O1 Group Limited published on 25 March 2015, also
include future estimations and forward-looking statements. Such statements
express the intentions, opinions or current expectations and assumptions.
Such 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. 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.

On IMMOFINANZ Group
IMMOFINANZ Group is the leading listed commercial real estate investor and
developer in Central and Eastern Europe. The company is included in the
leading ATX index of the Vienna Stock Exchange and also trades on the
Warsaw Stock Exchange. Since its founding in 1990, the company has compiled
a high-quality property portfolio that now comprises more than 470
investment properties with a carrying amount of approx. EUR 6.8 billion. As
a "real estate machine" the company concentrates on linking its three core
business areas: the development of sustainable, specially designed prime
properties in premium locations, the professional management of these
properties and cycle-optimised sales. IMMOFINANZ Group concentrates its
activities in the retail, office and logistics segments of eight regional
core markets: Austria, Germany, Czech Republic, Slovakia, Hungary, Romania,
Poland and Russia. Further information under: http://www.immofinanz.com /
http://blog.immofinanz.com / http://properties.immofinanz.com

For additional information please contact:

MEDIA INQUIRIES
Bettina Schragl
Head of Corporate Communications | Press Spokesperson
IMMOFINANZ Group
T +43 (0)1 88 090 2290
M +43 (0)699 1685 7290
communications@immofinanz.com

INVESTOR RELATIONS
Stefan Schönauer
Head of Corporate Finance & Investor Relations
IMMOFINANZ Group
T +43 (0)1 88 090 2312
M +43 (0)699 1685 7312
investor@immofinanz.com

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2015-04-08 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: IMMOFINANZ AG
Wienerbergstraße 11
1100 Wien
Austria
Phone: +43 (0) 1 88090 - 2291
Fax: +43 (0) 1 88090 - 8291
E-mail: investor@immofinanz.com
Internet: http://www.immofinanz.com
ISIN: AT0000809058
WKN: 911064
Listed: Regulated Unofficial Market in Berlin, Munich, Stuttgart;
Open Market in Frankfurt ; Wien (Amtlicher Handel /
Official Market)

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