The Executive Board, Supervisory Board and Works Council of Immofinanz issued statements in which they indicate that the offer price of €21.20 per share is viewed as not attractive and recommend that investors not accept the offer by CPIPG for Immofinanz’s shares and convertible bonds.
The offer price of €21.20 (cum dividend for the 2021 financial year) specified by CPIPG in its anticipatory mandatory offer represents a discount to the reference values used to determine a fair value for the Immofinanz share. The discount of roughly 28% places the offer price clearly below the current (diluted) EPRA NTA per share of €29.45. A comparison with other key valuation benchmarks, e.g. EPRA NAV per share or the IFRS book value per share, also shows high discounts. The offer price does not include any premium to the uninfluenced closing price on 2 December 2021, the day before the announcement of the intention to make a takeover offer. Comparable transactions in the European real estate sector normally include a premium of roughly 24% over the uninfluenced closing price. Additionally, the offer price is 6.4% below the current price of the Immofinanz share on 24 January 2022. The offer price is also significantly below the price of the Immofinanz share before the outbreak of the COVID-19 pandemic (nearly €27 in February 2020) and the analysts’ average target price of €24.50 (median). Therefore, the price does not include an appropriate control premium for CPIPG’s announced intention to attain control over Immofinanz.
According to the offer document, CPIPG expects a high degree of control and the ability to substantially influence future strategic measures by Immofinanz in close cooperation with management and other stakeholders to the benefit of Immofinanz. The acquisition of an investment by CPIPG can have a positive effect on the economic development of Immofinanz and also support the realisation of its sustainable growth targets. The attainment of control can, however, make it possible for CPIPG to significantly influence and change Immofinanz’s strategy and business policies, which could also lead to results that differ from management’s guidance.
Executive Board members Dietmar Reindl and Stefan Schönauer comment: “The entry of CPI Property Group, one of the leading commercial property companies in Central Europe, is further proof of our company’s high attractiveness and great growth opportunities. However, these positive future perspectives are contrasted by an offer price that does not reflect the current value of the company, our strong performance during the 2021 financial year or the earnings and growth opportunities created by our value-creating expansion strategy. We, therefore, recommend that our shareholders and convertible bondholders not accept the offer from the CPI Property Group and, together, realise the great potential inherent in Immofinanz.“
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