CPI Europe AG — M&A Activity 2016

Apr 18, 2016

News Details

Corporate | 18 April 2016 08:05

IMMOFINANZ and CA Immo announce the commencement of a process to combine the two companies

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

2016-04-18 / 08:05
The issuer is solely responsible for the content of this announcement.

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Earlier today, IMMOFINANZ AG ("IMMOFINANZ") announced that it has entered
into an agreement to acquire 25,690,167 ordinary shares that represent ca.
26% of the outstanding share capital and voting rights in CA Immobilien
Anlagen Aktiengesellschaft ("CA Immo") from O1 Group Limited and Terim
Limited.

The transaction includes 25,690,163 bearer shares (ISIN AT0000641352) and
four registered shares, each of which entitles its holder to delegate one
member to CA Immo's supervisory board. The closing of the acquisition is
subject to merger control clearance as well as the approval of the
IMMOFINANZ supervisory board and the approval of the CA Immo management
board for the transfer of the registered shares and is expected to take
place in summer 2016.

IMMOFINANZ has proposed that 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 ("Verschmelzung"). 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.

Dr. Oliver Schumy, CEO of IMMOFINANZ said: "Today's announcement marks
another very important step in the transformation of IMMOFINANZ. With the
acquisition of the stake in CA Immo and the decision to dispose our Russian
portfolio we now have created the basis for this merger. The combined
company will be a leading real estate company in Central and Eastern
Europe. The portfolios of both companies are very complimentary and we
expect significant synergies from the transaction."

Frank Nickel, CEO of CA Immo said: "The strategic logic of a combination
between CA Immo and IMMOFINANZ is clear. Substantial synergies could be
created from such a combination, which of course would be subject to
shareholder approval. We are looking forward to initiating a meaningful
dialogue with IMMOFINANZ about a combination of our two companies to the
mutual benefit of both sets of shareholders." Dr. Wolfgang Ruttenstorfer,
Chairman of CA Immo added: "A merger of CA Immo with IMMOFINANZ is the
logical evolution for our company. We believe it is now the right time for
such a transaction."

Roadmap
IMMOFINANZ and CA Immo will initiate a dialogue to discuss a statutory
merger under the Austrian stock corporation act subject to a 75 percent
majority approval of the shareholders of both companies on the basis of a
merger report prepared by the boards of both parties. The Austrian stock
corporation act also requires that the exchange ratio of the statutory
merger is based on a fundamental valuation of both companies which will
then be audited by a court appointed merger auditor. The parties assume
that the shareholder meetings to approve the statutory merger would take
place in 2017.

Disclaimer
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.

For additional information please contact:

IMMOFINANZ
Bettina Schragl
Head of Corp. Communications & IR
T +43 (0)1 88 090 2290
M +43 (0)699 1685 7290
communications@immofinanz.com
investor@immofinanz.com

CA Immo
Susanne Steinböck
Head of Corporate Communications
T +43 (0)1 532 59 07 533
susanne.steinboeck@caimmo.com

Christoph Thurnberger
Head of Capital Markets
T +43 (0)1 532 59 07 504
christoph.thurnberger@caimmo.com

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2016-04-18 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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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)

 End of News    DGAP News Service