CA Immobilien Anlagen AG (“CA Immo”) has been informed by UniCredit Bank Austria AG (“UniCredit”) that it entered into a share purchase agreement with O1 Group Limited with respect to UniCredit’s stake of 15,954,891 ordinary CA Immo shares for a price of €18.50 per share. Total value of the transaction is about €295 million.
The 15,954,891 ordinary shares to be sold to O1 Group Limited represent the entire participation currently held by UniCredit in CA Immo and correspond to approximately 16.35 percent of the outstanding share capital and voting rights of CA Immo. The shares include 15,954,887 bearer shares and four registered shares, each of which entitles its holder to delegate one member to CA Immo’s supervisory board. O1 Group Limited informed CA Immo that it currently has no intention to exercise these special rights attached to the CA Immo registered shares. The closing of the acquisition by O1 Group Limited of UniCredit’s shares in CA Immo is subject to the fulfilment of customary conditions precedent, such as merger control clearance, and expected to occur in November 2014.
At the same time O1 has informed CA Immo that it intends to launch directly or through one of its affiliates, a voluntary public takeover bid to the shareholders of CA Immo (save for UniCredit) for up to such a number of ordinary shares to arrive, together with the ordinary shares to be acquired from UniCredit, at a total shareholding in CA Immo corresponding to 26 percent of all outstanding shares at the time of the launch of the voluntary takeover bid, subject to the successful closing of the transaction with UniCredit. The price to be offered in this voluntary partial takeover bid will be equal to the price to be paid by O1 Group Limited to UniCredit and, therefore, amounts to €18.50 per ordinary share.
O1 Group Limited is a private holding company based in Cyprus and focuses on strategic investments and asset management in different business areas such as real estate, industry and finance. Its holdings include a majority stake in O1 Properties, who is one of the largest owners of prime office assets in central Moscow.
“We welcome O1 as our new anchor shareholder,” said Dr. Bruno Ettenauer, CEO of CA Immo. “O1 has significant expertise with commercial real estate and we have known them for a long time as a very professional real estate investor.”