Immofinanz drops plan for CA Immo partial offer

Immofinanz's management board has dropped plans to ask its shareholders to back a €530 mln partial public offer for an almost 30% stake in Austrian peer CA Immo.

Late on Thursday evening Vienna-listed Immofinanz announced it would not propose a resolution supporting the offer during an extraordinary shareholders' meeting on Friday.

Shareholder approval would have been required before the management board could launch the offer of €18.50 per CA Immo share, or about €530 mln, for just short of a 29% stake in CA Immo. The EGM was called mainly to obtain shareholder backing for the offer.

The plan for the partial offer was a response to a €422 mln offer by CA Immo and its Russian shareholder, O1 Group, for a 13.5% stake in Immofinanz. CA Immo and O1 Group already hold about 4% of Immofinanz shares.

On Thursday afternoon Vienna Commercial Court rejected Immofinanz's petition for a preliminary injunction to prevent CA Immo and affiliate companies from buying more shares in Immofinanz and from participating in Friday's EGM.

Bruno Ettenauer, CEO of CA Immo, said in a statement: 'This decision by the Vienna Commercial Court confirms and endorses the course we have taken. We are convinced that the General Meeting will now have no reason to exclude us from the resolution process. Together with our partner O1 Group, we will join the vote on the items of the agenda for the General Meeting, using our stake of approximately 4% in the total share capital of Immofinanz.'

Later on Thursday Immofinanz's board announced it was withdrawing the resolution to launch a counter partial bid for CA Immo shares.

Explaining the move, Immofinanz suggested that 01 Group was preparing to use its 26% stake in CA Immo to block attempts by other current or future shareholders to re-shape CA Immo's supervisory board.

CA Immo is holding an ordinary shareholders' meeting on 28 April. At that meeting 01 Group will propose that the articles of association be amended to increase the required majority for the dismissal of supervisory board members from single majority to 75% majority.

Immofinanz added: 'Because of the 26% shareholding of O1 Group it has to be assumed that the resolution to amend the articles of association will be passed. After that O1 Group will be in the position to block resolutions to dismiss supervisory board members.'

'Against this background a partial offer for shares in CA Immobilien Anlagen is no longer deemed reasonable because an adequate influence of Immofinanz on the supervisory board will not be possible due to the increase of the quorum to a 75% majority,' Immofinanz's management board said.

Consolidation
Immofinanz has €6.8 bn of real estate assets under management in Austria, Germany, Central Europe and Russia.

For several weeks now the Vienna and Warsaw-listed developer-investor and CA Immo, a focused Central European office investor with €3.6 bn of assets under management, have been embroiled in a shares battle amid a broader consolidation wave currently sweeping over the Austrian and German listed real estate.

Immofinanz's board has advised its shareholders to reject the overture from CA Immo and 01 Group as 'too low'. CA Immo and 01 Group have tabled a formal offer of €2.80 per share, totalling €422 mln, for a 13.5% stake in Immofinanz.

CA Immo's board, in turn, dismissed the plan by Immofinanz's board to launch a counter-offer as an 'emotional response' to the formal bid from CA Immo and 01 Group.