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CPI Europe AG M&A Activity 2021
746_iss_2021-03-25_c147fc73-4244-4e3b-9ec7-47a3d6116b73.pdf
M&A Activity
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DGAP-Ad-hoc: IMMOFINANZAG/ Keyword(s): Real Estate/Miscellaneous IMMOFINANZAG: Price increase for the announced voluntarypublic takeover offer to the shareholders of SIMMOAG
25-March-2021 / 19:10 CET/CEST
Disclosure of an inside information acc. toArticle 17 MARof the Regulation (EU) No 596/2014, transmitted byDGAP- a service of EQS GroupAG.
The issuer is solelyresponsible for the content of this announcement.
THEINFORMATIONCONTAINEDINTHISANNOUNCEMENTISNOTFORRELEASE, PUBLICATIONORDISTRIBUTION, INWHOLEORIN PART, IN, INTOORTOANYCOUNTRYINWHICHTHERELEASE, PUBLICATIONORDISTRIBUTIONOFTHISANNOUNCEMENTMAYBE UNLAWFUL.
IMMOFINANZAG:Price increase for the announcedvoluntarypublic takeover offer tothe shareholders of SIMMOAG
- Resolution to increase the offer price to EUR22.25 per share of SIMMOAG
- Increased offer price corresponds to a premium of 40.3%on the 6-month VWAPof the SIMMOshare of EUR15.86 prior to the announcement of the intention to launch an offer (14 March 2021)
- One condition of the offer is the amendment of theArticles ofAssociation of SIMMOAGto cancel the maximum voting right
- Publication of the offer after clearance bythe Takeover Commission expected on or about 15April 2021
IMMOFINANZAGannounced on 14 March 2021 to launch a voluntarypublic takeover offer to the shareholders of SIMMOAGto acquire a controlling interest pursuant to section 25a of theAustrian TakeoverAct. The offer price per share of SIMMOAGhas been announced as EUR18.04 on a cum-dividend basis.
IMMOFINANZannounces that the Executive Board and the SupervisoryBoard of IMMOFINANZAGhave resolved upon an increase of the offer price to EUR22.25 today.
The increased offer price represents a premium of 40.3%to the six-month VWAP(volume weighted average share price of SIMMOAGof the last sixmonths) of EUR15.86 prior to the announcement of the intention to launch an offer. The premium to the unaffected closing price of EUR18.04 on 13 March 2021, prior to the announcement of the intention to launch an offer, is 23.3%.
The offer price is cum-dividend. This means that the offer price per SIMMOshare will be reduced bythe amount of anydividend per share of SIMMOAGdeclared between this announcement and the settlement of an offer, if the settlement of an offer takes place after the relevant dividend record date.
The offer relates to the acquisition of all outstanding SIMMOshares not held bythe bidder or bySIMMOAGitself (treasuryshares). IMMOFINANZAGcurrentlyholds 19,499,437 shares (corresponding to approximately26.49%of the share capital). SIMMOAGcurrently holds 2,676,872 treasuryshares (as at 21 March 2021). Thus, the offer comprises the acquisition of up to 51,432,587 shares, corresponding to approximately69.87%of the share capital of SIMMOAG.
One condition precedent for the completion of the offer is that the shareholders' meeting of SIMMOAGresolves upon an amendment to theArticles ofAssociation to cancel Section 13 para (3) of theArticles ofAssociation (maximum voting right) and that this amendment to theArticles ofAssociation is entered in the commercial register. IMMOFINANZAGwill propose a respective resolution of the ordinary shareholders' meeting of SIMMOAGon 30April 2021.
For the voluntarytakeover offer to acquire a controlling interest (Section 25aAustrian TakeoverAct), the statutoryminimum acceptance threshold of 50%plus 1 share of all SIMMOshares that are the subject of the offer is applicable. In particular, IMMOFINANZAGreserves the right to undertake parallel transactions to obtain a controlling interest in SIMMOAG(conversion into a mandatorytakeover offer). In this case, the voluntarypublic takeover offer for the acquisition of a controlling interestwill be converted ex lege into a mandatorytakeover offer, wherebyin particular the statutoryminimum acceptance threshold for the offer will no longer apply.
The details of the offer, including the further closing conditions,will be set out in the offer document.
The offer will be financed from the group's cash and cash equivalents as well as a debt financing facilityin the amount of EUR500.0 million concluded for the offer.
The offer and the offer document are expected to be published on or around 15April 2021 after clearance (non-prohibition) bytheAustrian Takeover Commission and will be available on the websites of the Bidder (www.immofinanz.com), theAustrian Takeover Commission (www.takeover.at) and the Target Company(www.simmoag.at).
On IMMOFINANZ
IMMOFINANZis a commercial real estate group whose activities are focused on the office and retail segments of seven core markets in Europe: Austria,Germany, Poland, Czech Republic, Slovakia, Hungary and Romania. The core business covers the management and development of properties,whereby the STOPSHOP(retail), VIVO! (retail) and myhive (office) brands represent strong focal points that stand for quality and service. The real estate portfolio has a value of approx. EUR4.9 billion and covers approx. 210 properties. IMMOFINANZis listed on the stock exchanges in Vienna (leading ATXindex) and Warsaw. Further information under http:/www.immofinanz.com
IMPORTANTINFORMATION
This ad hoc announcement is a mandatorynotification pursuant toArt 17 of the MarketAbuse Regulation (EU) No. 596/2014 and has been issued byIMMOFINANZAG(IMMOFINANZ) solelyfor the purpose of disclosing an inside information and in connection with the published intention to make a takeover offer for the shares of SIMMOAG(Takeover Offer). The announcement is for information purposes only. Moreover, it is neither an offer to purchase nor a solicitation to sell securities of SIMMOAG(SIMMO) or IMMOFINANZ.
The final conditions and further provisions relating to the Takeover Offer will, subject to and within the timeframe foreseen in theAustrian TakeoverAct, be published in the offer document,which will be published following theAustrian Takeover Commission not prohibiting its publication or the consummation of the Takeover Offer. IMMOFINANZas bidder reserves the right to deviate from the basic terms presented herein in the final terms and provisions of the Takeover Offer. Investors and holders of SIMMOshares are strongly recommended to reviewthe offer document and all other documents related to the Takeover Offer, as theywill contain important information.
The offer will be conducted solelyon the basis of the applicable provisions of theAustrian law, in particular theAustrian TakeoverAct. Subject to the exceptions described in the offer document and anyexceptions granted bythe relevant regulatoryauthorities, a takeover offer is not being made directlyor 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 thanAustria.Accordingly, no notices, approvals or authorizations for the offer have been filed, caused to be filed or granted outside ofAustria. Holders of securities should not relyon being protected bythe investor protection laws of anyjurisdiction other thanAustria. IMMOFINANZtherefore does not assume anyresponsibilitywith regard to the Takeover Offer for compliance with laws other than the laws ofAustria.
To the extent anyannouncements in this document contain forward-looking statements concerning IMMOFINANZor SIMMO, such statements do not represent facts and are characterized bythe 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 usuallycannot be influenced by IMMOFINANZ. It should be kept in mind that the actual events or consequences maydiffer materiallyfrom those contained in or expressed bysuch forward-looking statements. It is possible that IMMOFINANZwill change its intentions and assumptions reflected in documents and announcements or in the offer document to be published after publication of these documents, announcements or the offer document.
To the extent permissible under applicable lawor regulation, IMMOFINANZor its brokers maypurchase, or conclude agreements to purchase, SIMMOshares, directlyor 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 maybe completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions.Anyinformation on such purchases will be disclosed as required bylawor regulation in Austria or anyother relevant jurisdiction.
For additional informationcontact: Bettina Schragl Head of Corporate Communications and Investor Relations IMMOFINANZAG T+43 (0)1 88 090 2290 M+43 (0)699 1685 7290 [email protected] [email protected]
1100 Vienna, Wienerbergstraße 9,Austria www.immofinanz.com
25-March-2021 CET/CESTThe DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
| Language: | English |
|---|---|
| Company: | IMMOFINANZAG |
| Wienerbergstraße 9 | |
| 1100 Vienna | |
| Austria | |
| Phone: | +43 (0) 1 88090 - 2290 |
| Fax: | +43 (0) 1 88090 - 8290 |
| E-mail: | [email protected] |
| Internet: | http://www.immofinanz.com |
| ISIN: | AT0000A21KS2 |
| WKN: | A2JN9W |
| Listed: | Regulated Unofficial Market in Berlin, Frankfurt, Munich, Stuttgart; Warschau, Vienna Stock Exchange (Official Market) |
| EQSNews ID: | 1178668 |
End ofAnnouncement DGAPNews Service