CHSH Cerha Hempel Spiegelfeld Hlawati has advised IMMOFINANZ AG on its acquisition of the 26% stake in CA Immobilien Anlagen AG held by the O1 Group, on refinancing (a bank loan and the intended issue of a convertible bond), on issues relating to company law and also with regard to merger control.
Under a share purchase agreement dated 17 April 2016, IMMOFINANZ AG agreed to acquire 25,690,163 bearer shares (corresponding to a participation of approximately 26%) in CA Immobilien Anlagen Aktiengesellschaft ("CA Immo") from Terim Limited (Cyprus) and four registered shares in CA Immo from O1 Group Limited (Cyprus). The transaction is subject to conditions precedent, in particular merger control clearance in Austria, Germany and other jurisdictions, and it is also subject to approval from the supervisory board of IMMOFINANZ AG and from the management board of CA Immo for the transfer of the registered shares.
The purchase price amounts to EUR 23.50 per share. The total transaction volume is approximately EUR 604 million.
In connection with the acquisition of the CA Immo stake, EG Immobilien Europe Limited (Cyprus) has granted IMMOFINANZ AG a call option to buy back those IMMOFINANZ shares held by EG Immobilien Europe Limited 12 months after closing of the CA Immo stake purchase. The buy-back option is subject to the regulations governing the acquisition of own shares.
The acquisition represents the first step towards what is planned to be the full consolidation of IMMOFINANZ and CA Immo by way of a merger. This is the largest M&A transaction of 2016 to date and will constitute a significant step towards the consolidation of listed real estate companies in Austria.
The team at CHSH was headed by Thomas Zivny (Financing) and also consisted of Albert Birkner (Corporate, M&A), Volker Glas (Capital Markets, Financing), Bernhard Kofler-Senoner (Anti-trust) and Heinrich Foglar-Deinhardstein (Corporate).