Immofinanz has recently received takeover offers from both CPI Property Group and S Immo in the latest chapter of the Austrian takeover saga. During the last couple of years, the three major Austrian real estate companies – Immofinanz, CA Immo and S Immo – have received (and usually rejected) numerous takeover offers with mergers in almost every possible combination also having been discussed. To help its readers keep track, Property Forum has put together a timeline of all the offers that were announced since 2014.
A longstanding goal of CA Immo was to merge with or take over Immofinanz. After merger negotiations fail in 2015, CA Immo’s €423 million tender offer for 13.5% of Immofinanz shares is accepted only for 1.6% of shares. At the same time, Immofinanz abandons its counter-bid for 29% of CA Immo.
Immofinanz completes the purchase of a 26% stake in CA Immo from core shareholder Russian billionaire Boris Mints’ O1 Group Limited and Terim Limited for around €604 million, in hope of a merger.
Immofinanz suspends discussions for a merger with CA Immo. Furthermore, Immofinanz adds that it explores selling its stake in CA Immo.
An affiliate of U.S. private equity firm Starwood Capital Group makes a partial public takeover offer for stakes of around 5% in Immofinanz and approximately 26% in CA Immo.
Immofinanz says Starwood’s offered price of €2.10 per share is “inappropriate.” The company adds the price is roughly 25% below the EPRA NAV per Immofinanz share at the end of September 2017.
Immofinanz takes over a 29.14% stake in S Immo from Austrian companies RPR Group and Signa Group. The purchase price is €20 per share and the total deal is valued at around €390 million.
Immofinanz tenders its stake of 26% in CA Immo. The company is also putting up for sale the option to appoint members to CA Immo’s supervisory board.
The Executive Board of Immofinanz calls for the rejection of Starwood’s purchase offer for the 5% stake. The company’s Supervisory Board agrees with this position.
Immofinanz finalises the purchase of a 29.14% stake in S Immo for €390 million. The purchase is partially backed by a bank financing of €140 million.
Immofinanz concludes the sale of its 26% stake in CA Immo to Starwood for €757.9 million.
Negotiations over a potential merger between S Immo and Immofinanz are terminated. The companies claim they were unable to reach an agreement over a possible exchange ratio.
Carpinus Holding GmbH acquires a 10.71% stake in Immofinanz. The indirect shareholders of Carpinus Holding GmbH are Slovak businessman Peter Korbačka and Ronny Pecik who soon becomes Immofinanz’s CEO.
Evax Holding GmbH, a company owned by Peter Korbačka’s Eurovea Services, buys a 5.21% stake in S Immo from Etamin GmbH & Co KG. The transaction makes Korbačka the third-largest shareholder in the company.
Starwood Capital increases its stake in CA Immo to 29.99% and announces a takeover offer for the remaining shares for €34.44 per share.
German-focused investor Aggregate Holdings S.A. confirms that it may be considering a potential acquisition of a stake in CA Immo which may also include launching a partial takeover offer.
Ronny Pecik resigns as CEO of Immofinanz and concludes an agreement to sell his 10.56% stake in Immofinanz to Revenite Austria, a Luxembourg-registered company that is owned by Aggregate Holdings.
Immofinanz makes a purchase offer for a controlling stake in S Immo. The company already owns 26.49% of S Immo shares and plans to acquire another 69.93% of its share capital. The proposed price per share is €18.04.
Immofinanz increases the price proposal for S Immo to €22.25 per share. The updated price is a premium of 40.3% to the six-month VWAP (volume-weighted average share price) of S Immo of the last six months.
Immofinanz claims that S Immo’s executive board is trying to counteract the offer by rejecting the resolution of the shareholders’ meeting to cancel the maximum voting rights. It adds that if the takeover fails, S Immo’s price per share could “fall significantly below” the one offered by Immofinanz.
S Immo’s shareholders do not pass a resolution on the amendments to the Articles of Association regarding the maximum voting right. Thus, the condition of Immofinanz’s takeover offer is not met. Immofinanz does not update the purchase offer for a controlling stake in S Immo, so the deal fails.
Starwood Capital Group decides to increase the offer price for CA Immo from €35.00 to €37.00. A few days later S Immo decides to sell its almost 6% stake in CA Immo to Starwood.
Czech billionaire Radovan Vítek’s company CPI Property Group becomes the largest shareholder (21.4% + 10.6% under acquisition from RPPK, owned by Peter Korbačka and Ronny Pecik) of Immofinanz and says that it will launch an offer to fully acquire the company at a price of €21.20 per share in cash. The group is ready to pay a premium of 4.2% versus the 6-month VWAP per Immofinanz share.
S Immo, which has a stake of 14.2% in Immofinanz, says it will launch an offer for another stake of around 10% in the company. The proposed price is €23 per share, which is a premium of 12.7% over 6-month VWAP. S Immo says it is ready to increase its stake in Immofinanz to 30%, claiming that it will not accept the price offered by CPI Property Group.
Immofinanz says it will review both acquisition offers and make a comment in due course.
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