Publications relating to the anticipated mandatory takeover offer pursuant to Section 22 et seq. of the Austrian Takeover Act (Übernahmegesetz) of SOF-11 Klimt CAI S.à r.l. („Starwood“)

Following BidCo’s announcement on 8 January 2021 of its intention to launch an anticipated mandatory takeover offer to the shareholders and convertible bondholders of CA Immo, the Austrian Takeover Commission has approved the offer document.

The anticipated mandatory takeover offer was aimed at acquiring all outstanding CA Immo shares and convertible bonds that were not held by BidCo or CA Immo, though there was no minimum acceptance threshold.

The offer document has been published on Monday, 22 February 2021. Starting from the same day, shareholders and convertible bondholders of CA Immo were able to accept the offer and tender their shares and convertible bonds into the offer. The acceptance period ended at 5pm (CET) on 9 April 2021.

The price initially offered to CA Immo shareholders of EUR 34.44 per CA Immo share was increased to EUR 36.00 on 26 February 2021 (“Share Offer Price”).

The price offered to convertible bondholders was a price of approx. EUR 138,628.59 (initially EUR 132,621.35) for each convertible bond with nominal value of EUR 100,000 (“Convertible Bond Offer Price”).

The Share Offer Price and the Convertible Bond Offer Price were on a cum dividend basis.

All other terms of the Offer will remain unchanged.

Prior to the expiry of the three-month additional acceptance period, the Bidder announced on 2 July 2021 that it would increase the Offer Price from EUR 35.00 (adjusted for dividends) to EUR 37.00.

According to its own information, the Bidder will not further increase the Offer Price. The Offer will expire on 14 July 2021 (17.00 CEST) and will not be extended.

The Bidder will also increase the Offer Price for the CA Immo Convertible Bonds in a manner proportional to the price increase offered to CA Immo Shareholders.

Holders of securities who have 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 in accordance with Austrian takeover law.

For further information, please refer to the amended offer document.

Offer documents

Take over offer Starwood 2021
First Amendment of Starwood’s anticipated MTO
Second Amendment of Starwood’s anticipated MTO
Statement from the Management Board on the Anticipatory Mandatory Takeover Offer
Statement from the Supervisory Board on the Anticipatory Mandatory Takeover Offer
Press release SOF-11 Klimt CAI S.a.r.l. as at 16.07.2021