SOF-11 Klimt CAI S.à r.l. launched an anticipatory mandatory takeover offer to acquire remaining 70% of CA Immobilien Anlagen AG for 2.34 billion.
January 08, 2021
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SOF-11 Klimt CAI S.à r.l. launched an anticipatory mandatory takeover offer to acquire remaining 70% of CA Immobilien Anlagen AG (WBAG:CAI) from S IMMO AG (WBAG:SPI) and others for 2.3 billion on January 8, 2021. Under the terms, SOF-11 will pay 34.44 per share for each share of CA Immobilien and 132,621.35 per Convertible Bond 2017. As on February 26, 2021, the offer price was increased to 36 per share for 2.34 billion. The Share Offer Price and the Convertible Bond Offer Price are on a cum dividend basis. Offer price per CA Immo share will be reduced by the amount of any dividend declared per CA Immo share between the announcement of this Offer and the settlement of this Offer, provided that the Offer is settled after the relevant dividend record date. As on July 2, 2021, the offer price was increased to 37 per share. The Bidder has sufficient funds for the financing the Offer in respect of all the Securities covered by the Offer and has ensured that these funds will be available in due time for the implementation of the Offer. There will be no minimum acceptance threshold. The completion of the Offer will be subject to merger control clearance from the competent authorities. The completion of the offer will be subject to merger control clearance in Austria, Germany, and Poland. As of February 20, 2021, the Austrian Takeover Commission has approved the offer document. The transaction has received (deemed) clearance from the competition authorities in Austria, Germany, and Poland. The offer period will commence from February 22, 2021 to April 9, 2021. As of April 1, 2021, the additional acceptance period will run from April 14, 2021 to July 14, 2021. CA Immo's major shareholder, UK activist investor Petrus Advisers, turned down the revised takeover offer for the Austrian real estate company, saying it is still too low. Bidder intends for CA Immo's shares to remain listed.
Christian Herbst, Sascha Schulz, Peter Feyl, Maximilian Lang, Marco Thorbauer and Volker Weiss of Schönherr Rechtsanwälte Gmbh acted as legal advisor to Starwood Capital Group in the transaction. Goldman Sachs International and Morgan Stanley & Co International plc act as financial advisors and Eastdil Secured, L.L.C. acted as financial and real estate advisor, Cushman & Wakefield as real estate advisor and PricewaterhouseCoopers LLP acted as accountant to SOF-11 Klimt CAI S.à r.l. in the transaction. Daniel Borg, Matthew Elliott, Lloyd Jones, Dan Clarke, Matthew Merkle, Michael Taufner, Jonathan Kandel, and Frixos Hatjantonas of Kirkland & Ellis International LLP and Andrew Shiner, Scott Berger and Andrew Van Noord of Kirkland & Ellis LLP acted as legal advisor for Starwood Capital Group. Raiffeisen Bank International AG (WBAG:RBI) acted as transfer agent.
S Immo AG is an Austria-based real estate investment company. The Company is engaged in the real estate investments in the form of the buying and selling of properties, project development, letting and asset management, revitalisation and refurbishment of buildings and the operation of hotels and shopping centers. The Company's segment are based on countries (Austria, Germany, Hungary, Romania, the Czech Republic, Slovakia, Croatia. The Austria segment includes all of the Groupâs Austrian subsidiaries, apart from those with property in Germany. The Germany segment includes the German subsidiaries and Austrian subsidiaries which hold properties in Germany. The Company's subsidiary S IMMO Germany GmbH controls the activities of the Austrian S IMMO AG in Germany. The core business of S IMMO Germany is the purchase, development and inventory management of real estate in the German market.
SOF-11 Klimt CAI S.à r.l. launched an anticipatory mandatory takeover offer to acquire remaining 70% of CA Immobilien Anlagen AG for €2.34 billion.