SOF-11 Starlight 10 EUR S.à r.l.
Starwood Capital Group publishes offer documents for CA Immo and IMMOFINANZ – acceptance periods begin
DGAP-News: SOF-11 Starlight 10 EUR S.à r.l. / Key word(s): Offer/Mergers & Acquisitions Starwood Capital Group publishes offer documents for CA Immo and IMMOFINANZ – acceptance periods begin – Austrian Takeover Commission approved the offer documents – Offer for CA Immo: Acceptance period runs from 18 April to 16 May 2018; offer price of EUR 27.50 per CA Immo share; public offer for up to 26 percent of the overall issued bearer shares – Offer for IMMOFINANZ: Acceptance period runs from 18 April to 30 May 2018; offer price of EUR 2.10 per IMMOFINANZ share; public offer for up to 5 percent of the overall issued bearer shares – As a leading global real estate investor, Starwood Capital aims to participate in the potential of the Austrian, German and CEE office and retail real estate markets – With its substantial capital and expertise in growing public companies in the real estate market, Starwood Capital is a natural partner to support the management teams of both companies in pursuing their strategies and unlocking their full future potential
Vienna/Luxembourg, 18 April 2018 – SOF-11 Starlight 10 EUR S.à r.l., a holding company controlled by funds advised by Starwood Capital Group (together with its affiliates, “Starwood Capital”) today published the offer documents for the voluntary public tender offers to (i) the shareholders of CA Immobilien Anlagen AG (“CA Immo”) and (ii) the shareholders of IMMOFINANZ AG (“IMMOFINANZ”). Prior to the publication, the offer documents were approved by the Austrian Takeover Commission. As of today, the shareholders of CA Immo and IMMOFINANZ can accept the offers and thus tender their shares to Starwood Capital. The shareholders of CA Immo are offered EUR 27.50 per CA Immo share (ISIN AT0000641352), which represents a premium of about 10.4 percent to the volume-weighted three-month average price of CA Immo’s shares prior to the announcement on 22 March 2018. The tender offer for CA Immo is aimed at acquiring up to 25,690,167 bearer shares representing up to 26 percent of the overall issued bearer shares of CA Immo. The acceptance period will end at 5pm (CET) on 16 May 2018. The shareholders of IMMOFINANZ are offered EUR 2.10 per IMMOFINANZ share (ISIN AT0000809058), which represents a premium of about 5.5 percent to the volume-weighted three-month average price of IMMOFINANZ shares prior to the announcement on 22 March 2018. The tender offer for IMMOFINANZ is aimed at acquiring up to 56,042,635 bearer shares of IMMOFINANZ representing up to 5 percent of the overall issued bearer shares of IMMOFINANZ. The acceptance period will end at 5pm (CET) on 30 May 2018. Both offer prices are offered cum dividend. This means the price per share will be reduced by the amount of any dividend declared between the announcement and settlement of the tender offer, provided that settlement occurs after the relevant record date. To tender their shares into either of the offers, shareholders must issue a written declaration to their respective custodian banks. Starwood Capital has US$ 56bn assets under management and is an active investor in European real estate. Over its history, the firm has invested around US$ 3.8bn in equity capital in Europe and acquired more than US$ 8bn of assets across the region. Starwood Capital considers Austria, Germany and the CEE as attractive markets and is committed to increasing its real estate exposure there. As a result, the firm has been monitoring and evaluating CA Immo and IMMOFINANZ closely for some time and believes that Starwood Capital could support both companies in expanding their leading positions in these markets in the medium to long term. To this end, Starwood Capital intends to support the companies’ growth strategies as a strong and reliable anchor investor and help them realize their full potential to capitalize on opportunities in its respective markets going forward. Starwood Capital has a strong track record in global real estate and developing public companies through both organic and strategic growth. Its capital market expertise is a core competency that sets Starwood Capital apart from more traditional real estate investors. Over the past 26 years, the firm has acquired US$ 94bn of assets across virtually every major real estate asset class. Among others, Starwood Capital grew the business that would ultimately become Starwood Hotels & Resorts Worldwide from a US$ 8m market capitalization in 1994 to US$ 20bn in 2000 through recapitalization and strategic acquisitions. With an initial portfolio backed by around 7,000 single-family homes, Starwood Capital has furthermore grown Starwood Waypoint Residential Trust (now Invitation Homes) through add-on acquisitions and strategic mergers into the largest publicly traded investor, owner and operator of single-family rental homes in the United States. Jeff Dishner, Global Head of Acquisitions at Starwood Capital Group, said, “Starwood Capital is an investor with a strong track record in the real estate sector as well as in growing public companies. We see potential in the Austrian, German and CEE office and retail real estate industry. We are convinced that as a long-term oriented, strategic anchor shareholder with substantial capital, resources, and relevant experience we are a natural partner to support the management teams of both companies in accelerating their growth.” Keegan Viscius, a Senior Vice President responsible for real estate investments across Europe, said, “Starwood Capital is confident that the announced offers are attractive and an appropriate reflection of the fundamental values and growth potential of both companies in the context of a partial offer. For illiquid shares, Starwood Capital offers shareholders the opportunity to immediately realize their profits.” Both partial tender offers are independent from each other. The offers are not contingent on any minimum acceptance threshold and the partial offers are not aimed to acquire all shares. The listings on the VSE shall remain unaffected. The partial tender offers are subject to customary offer conditions such as antitrust approval by the competent authorities in Austria and Germany. After expiration of the acceptance periods, the offers will not be extended by “additional acceptance periods” since none of the conditions specified in Sec. 19 para 3 ATA applies. Subject to the fulfilment of the offer conditions, closing of the transactions is expected in the second quarter of 2018. The two offer documents and non-binding English translations are now available at the website of the Austrian Takeover Commission [link: http://www.takeover.at/uebernahmeangebote/]. Copies can also be obtained free of charge at Raiffeisen Centrobank AG, Tegetthoffstrasse 1, 1010 Vienna (orders by email: dividends@rcb.at). UBS has been retained to act as financial advisor to the Bidder. Schoenherr Rechtsanwälte GmbH is the Bidder’s Austrian legal advisor, representative and authorized recipient vis-à-vis the Austrian Takeover Commission.
Starwood Capital Group is a private alternative investment firm with a core focus on global real estate, energy infrastructure and oil & gas. The Firm and its affiliates maintain 11 offices in five countries around the world, and currently have approximately 3,800 employees. Starwood Capital Group has raised $45 billion of equity capital since its inception in 1991, and currently manages approximately $56 billion in assets. The Firm has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Over the past 26 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets. Additional information can be found at starwoodcapital.com.
Europe Christian Falkowski Regina Frauen US Tom Johnson Patrick Tucker
18.04.2018 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |