CA Immobilien Anlagen AG: Voluntary public takeover offer by Starwood

Vienna, 22.03.2018. SOF-11 Starlight 10 EUR S.à r.l., Luxembourg ("Bidder"), a wholly owned, indirect subsidiary of SOF-11 International, SCSp, part of a collection of entities known as Starwood Global Opportunity Fund XI and an affiliate of Starwood Capital Group ("Starwood"), today made the following announcement pursuant to Sec 5 para 3 Austrian Takeover Act ("ATA"):

On 22 March 2018, the Bidder decided to launch a voluntary public takeover offer pursuant to article 4 et seq ATA to the shareholders of CA Immobilien Anlagen AG ("CA Immo").

The takeover offer to the shareholders of CA Immo is aimed at acquiring up to 25,690,167 bearer shares of CA Immo (ISIN AT0000641352) representing up to 26.00% of the overall issued bearer shares of CA Immo.

The shareholders of CA Immo are offered an offer price of EUR 27.50 per CA Immo share on a cum dividend basis. That means that the offer price per CA Immo share will be reduced by the amount of any dividend declared per CA Immo share between the announcement of this takeover offer for CA Immo and settlement of this takeover offer for CA Immo, provided that settlement of this takeover offer for CA Immo occurs after the relevant record date for CA Immo.

The completion of the takeover offer for CA Immo will be subject to the following offer conditions:

i. merger control clearance;
ii. no material adverse change at CA Immo including but not limited to merger, spin-off or split; and
iii. no consent by CA Immo management to transfer the four registered name shares.

Details on the contents and scope of the offer conditions will be set out in the offer document.

The publication of the offer document will take place in accordance with the legal provisions.

It is not the intention of the Bidder to completely take over CA Immo with this takeover offer. Upon completion of the takeover offer, CA Immo shall remain listed on the Vienna Stock Exchange.

UBS acts as financial advisor to the Bidder. Schönherr Rechtsanwälte GmbH is the Bidder’s Austrian legal advisor and representative and authorized recipient vis à vis the Takeover Commission (Übernahmekommission).