bpv Huegel advises IMMOFINANZ in bidding contest between CPI and S IMMO

Authors:

Astrid Ablasser-Neuhuber

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Christoph Nauer

Daniel Reiter

Nicolas Wolski

Roland Juill

Johannes Mitterecker

Sebastian Reiter

Barbara Valente

PRESS RELEASE7 March 2022

07 March 2022. bpv Huegel advised IMMOFINANZ AG (IMMOFINANZ) on the competing takeover bids of CPI Property Group S.A. (CPI) and S IMMO AG (S IMMO). This bidding contest was also a premiere on the Austrian market with the first competing takeover bids since 1999 takeover rules came into force.

CPI set the start in December 2021 announcing an anticipatory mandatory offer for all shares and convertible bonds of IMMOFINANZ. CPI's stake (together with an agreed block acquisition) was already around 32% at that time. S IMMO, which also holds a stake in IMMOFINANZ, subsequently published a competing partial offer to increase its stake by 10% at a higher offer price. By means of a further block acquisition and an agreement with S IMMO to sell its stake, CPI completed its offer with an increased offer price from EUR 21.20 to EUR 23.00 with the acquisition of a majority stake in IMMOFINANZ in March 2022.

IMMOFINANZ is a commercial real estate group whose activities are focused on the office and retail segments of core markets in Central and Eastern Europe with a real estate portfolio of approx. EUR 5.0bn. IMMOFINANZ shares are listed on the Vienna Stock Exchange (main index ATX) and on the Warsaw Stock Exchange.

CPI is a leading real estate company in Central and Eastern Europe (CEE) with a real estate portfolio of approximately EUR 11.2bn (30 June 2021). CPI shares are listed on the Frankfurt Stock Exchange (General Standard).

bpv Huegel was mandated by the management board to advise IMMOFINANZ on the bids in takeover, corporate and capital market law as well on antitrust matters. In addition to the first competing bids in the market, the transaction had a high degree of complexity with IMMOFINANZ holding an approx. 26% stake in S IMMO and CPI’s parallel acquisition of a 16% stake in S IMMO.

The bpv Huegel team led by Christoph Nauer (Partner, Capital Markets, Corporate/M&A) consisted of Daniel Reiter (Partner, Corporate/M&A, Capital Markets), Astrid Ablasser-Neuhuber (Partner, Antitrust), Nicolas Wolski (Partner, Tax), Roland Juill (Corporate/M&A, Capital Markets), Johannes Mitterecker (Corporate/M&A), Sebastian Reiter (Antitrust) and Barbara Valente (Capital Markets, Corporate/M&A).

Schoenherr (Sascha Hödl, Sascha Schulz) advised the supervisory board of IMMOFINANZ. Wolf Theiss was mandated by CPI.