Schoenherr, working together with Clifford Chance, Moscow, has advised Terim Limited (Cyprus) and 01 Group Limited (Cyprus) on their joint sale of a 26% participation in CA Immobilien Anlagen Aktiengesellschaft (“CA Immo”), listed on the Vienna Stock Exchange, to Immofinanz AG. CHSH advised Immofinanz on the deal and refinancing (a bank loan and the intended issue of a convertible bond), and on merger control issues.
By means of a share purchase agreement dated April 17, 2016, Terim Limited agreed to sell 25,690,163 bearer shares in CA Immo to Immofinanz, while 01 Group Limited agreed to sell Immofinanz four registered shares in CA Immo, which grant delegation rights to the CA Immo supervisory board. The transaction is subject to conditions precedent, in particular merger control clearance in Austria, Germany and other jurisdictions, as well as approval by the supervisory board of Immofinanz and approval of 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 Immofinanz’s acquisition of the CA Immo stake, EG Immobilien Europe Limited (Cyprus) has granted Immofinanz a call option to buy back those Immofinanz shares held by EG Immobilien Europe Limited 12 months after closing of the CA Immo stake acquisition, at the then prevailing market price, and subject to the regulations for share repurchases.
The Schoenherr Team was led by Partner Christian Herbst, and included Attorney Maximilian Lang, Counsel Sascha Schulz, and Partner Volker Weiss.
CHSH states that Immofinanz’s acquisition “represents the first step towards what is planned to be the full consolidation of Immofinanz and CA Immo by way of a merger.” The firm describes it as “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 CHSH team consisted of Partners Thomas Zivny, Albert Birkner, and Volker Glas, with merger control elements dealt with by Partners Bernhard Kofler-Senoner and Heinrich Foglar-Deinhardstein.
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