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 Nicole.Lundeen@wsj.com
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