Luxembourg (OTS) – SOF-11 Klimt CAI S.à rl, Luxembourg (“Bidder”), an investment firm controlled by Starwood Capital Group (“Starwood Capital”), hereby announces to stop trading
public takeover bid with reference to CA Immobilien Anlagen AG z.
Since acquiring a first 26% stake in CA Immobilien Anlagen AG (“As CA.“) its largest shareholder in 2018. As a result, the Bidder increased its stake in the company and held 27,908,386 shareholders to shares and 4 registered shares as of January 8, 2021, which together represent 29.999893% of the total voting rights.
The Bidder intends to further increase its importance. In order to comply with the obligations under the Austrian Takeover Act, the Bidder will make an anticipatory mandatory offer for all CA Immo shares and all convertible bonds (“Convertible bond 2017“) which are not held by the Bidder (“offer“).
CA Immo Shareholders Receive Offer Price per CA Immo Share of EUR 34.44 for One cum-dividend Basic provided (“Offer price for shares“). This means that the offer price per CA Immo share is reduced by the amount of each dividend per CA Immo share declared between the announcement of this offer and the settlement of this offer, provided that the settlement of this offer (Colony) takes place after the relevant dividend date.
The price of EUR 34.44 is a rare opportunity for CA Immo shareholders to earn money and represents an attractive premium of 24.4% based on the 3-month volume-weighted average price of EUR 27.68 (Bloomberg). This also corresponds to a premium of 16.9% compared to the stock market price on December 17, 2020, the last day before the Bidder began to increase its share to just below 30%. While the relevant European real estate indices have suffered a small price drop since 17 December 2020, the build-up of investments in the same period has led to an outperformance of the CA Immo share.
Krysto Nikolic, Director of und Head of Real Estate at Starwood Capital Group in Europe: “After recently increasing our stake in CA Immo, we are pleased to announce this offering, which is done on the EPRA NNNAV last announced by the company and offers an attractive premium against the current market value. We are convinced that the offer This is a very good opportunity for monetization for shareholders and convertible shareholders.We are looking forward to supporting the company.It is also one of the goals of Starwood Capital in connection with the offer that CA Immo maintain an appreciation for investment rank. “
The Bidder will offer the holders of the Convertible Bond 2017 a parallel to obtain the exceptional Convertible Bond 2017 on attractive terms. The offer price for the convertible bond 2017 will be deducted from the offer price for the shares. In the original acceptance period, the offer price for the convertible bond 2017 will be equal to the nominal value of the convertible bond 2017 divided by the adjusted conversion price applicable on the expected date of the change of control multiplied by the offer price for shares. The option to sell the 2017 convertible bond at an offer price determined on the basis of the adjusted conversion price will only exist during the original acceptance period. During the grace period, only a reduced offer price will be offered, which is determined by dividing the face value of the 2017 convertible bond by the original conversion price multiplied by the offer price for shares.
The offer does not provide a minimum acceptance threshold. Completion of the offer will be subject to the necessary merger control approvals.
Technically, the offer will be made as an anticipatory mandatory offer, as the bidder intends to overcome the 30% mandatory offer threshold only after obtaining the necessary regulatory approvals. For this purpose, the Bidder has entered into a trust agreement with an Austrian notary and deposited 100 CA Immo shares in a trust deposit (“Trust shares“). The Austrian notary is only authorized and authorized to represent the company in exercising the voting and control rights of these trust actions. After the bidder has received the approval of merger control from the competent authorities, the notary transfer of these trust shares to the bidder Only with the transfer of the trust shares to the bidder will the bidder receive a controlling share in CA Immo in accordance with Section 22 ff of the Austrian Takeover Act.
The offer document will contain the further details of the content of the offer. The offer document will be published in accordance with the legal requirements.
About Starwood Capital: Starwood Capital Group is a private equity firm with a global focus on real estate, energy, infrastructure, oil and natural gas. The company and its subsidiaries employ about 4,000 people at 16 locations in seven countries. Starwood Capital Group has raised more than $ 50 billion in equity since its inception in 1991 and currently manages more than $ 60 billion in assets. The company has invested worldwide in virtually all classes of real estate and continuously adapts asset classes, geography and positions to interesting risk opportunity profiles. Starwood Capital Group and its subsidiaries have successfully implemented an investment strategy over the past 29 years that includes listed and unlisted companies. More information is available at starwoodcapital.com.
Goldman Sachs International and Morgan Stanley & Co International plc are financial advisors to the Bidder. Schönherr Rechtsanwälte GmbH is the Austrian Legal Adviser to the Bidder and its authorized representative to the Takeover Board.
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