The offer announced by Immofinanz AG for the takeover of s Immo AG is being examined more intensively by the Austrian Takeover Commission (ÜbK) and is therefore initially forbidden. As the bidder, Immofinanz is initially not allowed to publish any further details on the proposed offer - that was actually expected for Thursday.
The offer document from Immofinanz required closer examination, said the ÜbK in a press release on Thursday. Therefore, the 3rd Senate of the Commission decided in accordance with Section 11 (1) of the Takeover Act (ÜbG) to temporarily prohibit the publication of the offer document. "The publication should take place promptly after the final assessment by the 3rd Senate", according to the UbK. Furthermore, the Commission does not comment on this.
In itself, the announced offer to gain control of s Immo within the meaning of Section 25a of the Takeover Act was expected to be clear on Thursday. With a view to a publication on or around April 15, Immofinanz had reported the document to the ÜbK. According to experts, it could be that the Bidder still sees a need to change the Offer on the part of the Bidder, on which the publication of the same would depend.
Companies involved in each other
Immofinanz already owns 26,5 percent of s Immo. In addition, s Immo holds 2,676.872 own shares. The takeover offer thus includes the acquisition of all remaining shares, i.e. 69,9 percent or up to 51,432.587 shares. Conversely, s Immo has a 13,4 percent stake in Immofinanz. Both companies are included in the ATX, the leading stock exchange index.
On March 25, Immofinanz raised its offer for s Immo from EUR 18,04 per share to EUR 22,25 per title, including dividends - the offer price would be reduced by the dividend paid between the offer and settlement . The dividend could be around 40 cents per share, according to the s-Immo balance sheet presentation last week - but the committees had not yet passed a resolution. In addition, a resolution by the general meeting would be required, but the annual meeting of shareholders planned for April 30 has been postponed indefinitely by s Immo due to the Immofinanz offer.
In the past few weeks, Immofinanz had repeatedly requested a special general meeting of s Immo in order to remove the voting right restriction of 15 percent according to the articles of association. The latter rejected the request, however, with reference to the fact that it would be unfair to the shareholders if they were to be allowed to vote on it first, even if the takeover offer was then possibly unsuccessful. "We are not against the offer, we want a customary market and customary settlement, one after the other," said s-Immo boss Bruno Ettenauer last week.
Shareholders want special AGM
Should Immofinanz be successful with the takeover, they will support the abolition of the maximum voting rights, Ettenauer assured last week. So that the s-Immo-AGM can take place immediately, one is ready to invite about three weeks in advance, calculated from the expected last day of the delivery of s-Immo-Shares to Immofinanz, so that the AGM can take place, for example, a week later said Ettenauer.
The “press” reported on Thursday that some shareholders of Immofinanz wanted to initiate a special general meeting of their company in order to bring down what they saw as an overly expensive takeover plan for s Immo. At 21,50 euros per share, the entire s Immo is currently worth 1,58 billion euros on the stock exchange, and Immofinanz 2,2 billion euros. (apa)