IMMOFINANZ AG (WBAG:IIA) made an offer to acquire the remaining 72.5% stake in S IMMO AG (WBAG:SPI) from HAMAMELIS GmbH & Co KG, Evax Holding Gmbh, Revenite Austria S.à r.l. and others for approximately 930 million on March 21, 2021. Under the terms of the transaction, IMMOFINANZ AG will pay 18.04 per share to acquire the remaining 51.5 million shares in S IMMO AG. The offer price per share of S IMMO AG shall amount to 18.04 on a cum-dividend basis. This means that the offer price per S IMMO share will be reduced by the amount of any dividend per share of S IMMO AG declared between this announcement and the settlement of an offer, if the settlement of an offer takes place after the relevant dividend record date. The Executive Board and the Supervisory Board of IMMOFINANZ AG have resolved upon an increase of the offer price to 22.25 on March 25, 2021. This bumps up the value of the offer to 1.1 billion. The offer will be financed from the group's cash and cash equivalents as well as a debt financing facility in the amount of 500 million concluded for the offer.
The completion of the offer will be subject to the condition precedent that the shareholders meeting of S IMMO resolves upon an amendment to the Articles of Association to cancel Section 13 para (3) of the Articles of Association and that this amendment to the Articles of Association is entered in the commercial register. IMMOFINANZ will propose a respective resolution of the shareholders meeting, merger control clearance, in particular in Austria, Germany, Romania, Slovakia and Hungary, the statutory minimum acceptance threshold of 50% plus 1 share of all S IMMO-shares that are the subject of the offer is applicable, as well as other customary closing conditions, such as that S IMMO (i) does not increase its share capital, (ii) does not sell or transfer treasury shares (iii) does not issue convertible bonds and (iv) does not violate the prohibition of prevention and objectivity under takeover law and (v) does not incur a loss amounting to half of the share capital of S IMMO or initiate insolvency or reorganization proceedings or proceedings under the Austrian Business Reorganization Act. The Austrian Takeover Commission notified IMMOFINANZ on March 17, 2021 that a review procedure is being initiated pursuant to Section 33 para 1 item 2 of the Austrian Takeover Act with respect to IMMOFINANZ as target company. The Management Board and the Supervisory Board of S IMMO have decided to postpone the 32nd Annual General Meeting of the company announced on March 25, 2021, that the takeover offer and the offer document are expected to be published on or around April 15,2021 after clearance by the Austrian Takeover Commission. On April 7, 2021, IMMOFINANZ requests convocation of an extraordinary shareholders meeting of S IMMO, the shareholders shall resolve upon an amendment to the Articles of Association to cancel the maximum voting right because S IMMO postponed the ordinary shareholders meeting originally scheduled for April 2021. As of April 15, 2021, the Austrian Takeover Commission exercises the procedural right for a longer review of the offer document. The final review of the offer document by the senate of the Austrian Takeover Commission shall take place in a timely manner. The supervisory board held a meeting on the offer and the statement of the management board on June 2, 2021. The supervisory board of the Target Company rejects the offer of IMMOFINANZ AG as insufficient and recommends to the shareholders of the Target Company not to accept the offer in this form. Neither the offer price, which is significantly below the intrinsic value of the share, nor the other terms and conditions of the offer take into account the interests of the shareholders. As of June 4, 2021, S IMMO AG has rejected domestic rival Immofinanz AG's takeover offer as being unattractive and inferior to a stand-alone scenario. The extraordinary shareholders' meeting will take place on June 24, 2021 and shareholders of S IMMO will vote on the cancellation of the maximum voting right at the shareholders' meeting on June 24, thereby deciding on an important condition precedent of the takeover offer. As on June 23, 2021, the Antimonopoly Office of the Slovak Republic approved the transaction. As on June 24, 2021, the shareholders of S IMMO AG did not approve the offer. The acceptance period began on May 19, 2021 and will end on July 16, 2021. The expected closing and settlement in Q3 2021.
Citigroup Global Markets Europe AG acted as financial advisor, bpv Hügel Rechtsanwälte GmbH acted as the legal advisor and Deloitte Audit Wirtschaftsprüfungs GmbH acted as independent expert to IMMOFINANZ. Oesterreichische Kontrollbank AG acted as custodian bank for S IMMO.
IMMOFINANZ AG (WBAG:IIA) cancelled the acquisition of remaining 72.5% stake in S IMMO AG (WBAG:SPI) from HAMAMELIS GmbH & Co KG, Evax Holding Gmbh, Revenite Austria S.à r.l. and others on June 28, 2021. A condition for the takeover offer by IMMOFINANZ to the shareholders of S IMMO was not met. IMMOFINANZ has decided not to amend the takeover offer which, as a result, is now cancelled.