Immofinanz Shareholders Reject Partial Takeover Offer

VIENNA--Shareholders of Immofinanz AG (IIA.VI) have rejected a partial takeover offer from CA Immobilien Anlagen AG (CAI.VI) Friday, closing a monthlong offer period between the two Austrian real estate companies.

CA Immo said Friday a mere 1.57% stake of Immofinanz's shares, or around 15.78 million shares, have been tendered in response to the partial takeover offer it and its Russian partner O1 Group Limited had made in March.

Including additional shares the partnership acquired on the stock market during the offer period, CA Immo now holds just under 6.1% of Immofinanz's shares, far below the 13.5% stake the partnership had offered last month to buy for 2.80 euros a share. The deal would have been worth around 422.50 million euros ($452.45 million) if all 150.89 million shares had been tendered.

Before the offer, CA Immo held around 3.3% of Immofinanz's shares. The partnership said it would evaluate next steps and further options.

"As the company's [Immofinanz] second largest shareholder, we hope that Immofinanz will welcomes us [as] a shareholder and work constructively to create value for the benefit of all shareholders," Chairman of O1 Group Dmitry Mints and Chief Executive of CA Immo Bruno Ettenauer said.

Late Thursday, Immofinanz announced it would be dropping its counteroffer for shares in CA Immo due to a proposed amendment to CA Immo's articles of association. The amendment, to be voted on at the company's general assembly on April 28, would mean that a 75% majority of voting rights would be necessary to remove members from CA Immo's supervisory board, Immofinanz said. This requirement would give the O1 Group, which holds 26% of CA Immo's shares, the ability to block attempts at dismissing supervisory board members, it added.

A partial takeover of CA Immo "is no longer deemed reasonable because" it won't be possible for Immofinanz to have "an adequate influence [...] on the supervisory board," Immofinanz said. Immofinanz said its management won't be seeking authorization, as originally planned, at the company's extraordinary shareholder meeting Friday.

Immofinanz's intended takeover offer was seen as a counter move to the CA Immo/O1 Group partial takeover offer. Immofinanz had said in March it planned to free up around EUR530 million to make a counteroffer to buy up to 29% of CA Immo's shares at EUR18.50 a share. Immofinanz also advised its shareholders in April not to accept the CA Immo and O1 offer.

Immofinanz's largest shareholder is the Fries family foundation with around 6.5% of the company's shares. Immofinanz's property portfolio comprises more than 470 investment properties with a book value of around EUR6.8 billion.

Write to Nicole Lundeen at [e-mail]

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