SOF-11 Klimt CAI S.a.r.l. ("BidCo"), a controlled affiliate of Starwood Capital Group, announces a final increase of the offer price for the Public Takeover Offer of CA Immobilien Anlagen AG ("CA Immo")
- BidCo launched an anticipated mandatory takeover offer for CA Immo on 22 February 2021
- The offer price for each CA Immo share will be increased from EUR 35.00 to EUR 37.00. The offer price will not be increased further
- The Offer can be accepted until 14 July 2021
- Shareholders and convertible bondholders who already sold their CA Immo shares and convertible bonds to BidCo during the acceptance period which ended on 9 April 2021 will receive a top-up payment
VIENNA and LUXEMBOURG, July 2, 2021 /PRNewswire/ -- On Monday, 22 February 2021, BidCo published the offer document for an anticipated mandatory takeover offer for all CA Immo shares and convertible bonds that are not held by either BidCo or CA Immo ("Offer"). On 5 March 2021, BidCo amended the Offer and increased the share offer price to EUR 36.00 per CA Immo share (cum dividend).
The 34th ordinary shareholders' meeting of CA Immo which took place on 6 May 2021 resolved upon a dividend of EUR 1.00 per CA Immo share which was paid to CA Immo shareholders on 21 May 2021. In line with the terms of the Offer, the offer price was reduced as a result by EUR 1.00 to EUR 35.00 per CA Immo share.
BidCo has decided to increase the share offer price from EUR 35.00 to EUR 37.00, representing a 5.7% further improvement. When taking into account the first amendment of the Offer, the new price represents a 10.3% increase compared to the initial offer price as announced on 8 January 2021 (dividend adjusted).
The amended share offer price represents a 39.9% premium to the 6-month VWAP prior to the announcement of the Offer on 8 January 2021 (dividend adjusted). It also implies a 29.0% premium to CA Immo's unaffected closing price per share as of 17 December 2020 (dividend adjusted).
BidCo will not increase the offer price further. The Offer will end on 14 July 2021 (17.00 CEST) and will not be extended. As a result, there remains only a short window of opportunity for holders of CA Immo securities to take advantage of the further improved Offer.
BidCo will also increase the offer price for CA Immo convertible bonds in a manner proportional to the price increase offered to CA Immo shareholders.
Security holders who already tendered their CA Immo shares and/or convertible bonds during the acceptance period which ended on 9 April 2021 will receive a top-up payment as required by Austrian takeover law.
An amended offer document reflecting the offer price increase will be published by 3 July 2021 at the latest. The amended offer document and a non-binding English translation will be made available on the websites of the bidder (www.starwoodklimt.com), the Austrian Takeover Commission (www.takeover.at) and the target company (www.caimmo.com).
About Starwood Capital Group Starwood Capital Group is a private investment firm with a core focus on global real estate, energy infrastructure and oil & gas. The Firm and its affiliates maintain 16 offices in seven countries around the world, and currently have approximately 4,100 employees. Since its inception in 1991, Starwood Capital Group has raised nearly $55 billion of equity capital, and currently has in excess of $70 billion of assets under management. 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 29 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.
Goldman Sachs International and Morgan Stanley & Co. International plc are acting as financial advisors to the bidder. Schoenherr Rechtsanwälte GmbH is the bidder's Austrian legal advisor, representative and authorized recipient vis-à-vis the Austrian Takeover Commission (Übernahmekommission).