IMMOFINANZ AG announced today 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 Immo from O1 Group Limited and Terim Limited. The acquisition is a first step towards a planned full combination of IMMOFINANZ and CA Immo by way of a statutory merger. 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.
The transaction includes 25,690,163 bearer shares (from Terim Limited) and four registered shares (from Russian billionaire Boris Mints’ O1 Group Limited), 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.
The purchase price amounts to EUR 23.50 per share. Total value of the transaction is approx. EUR 604 million which is intended to be funded with additional debt and the issuance of a convertible bond.
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. 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.”