O1 Group acquires a major stake in one of the largest European office real estate companies CA Immo
October 2, 2014 - O1 Group Limited (“O1 Group”), a Cyprus company, parent company of O1 Properties Ltd, has entered into a definitive agreement to acquire 15,954,891 ordinary shares, that correspond to approximately 16.35% of the outstanding share capital and voting rights of CA Immobilien Anlagen AG (“CA Immo”) from Unicredit Bank Austria. The purchase price of Euro 18.5 per share represents a premium to the existing market price but a discount to Net Asset Value per share. The transaction includes 15,954,887 bearer shares (ISIN AT0000641352) and four registered shares, each of which entitles its holder to delegate one member to CA Immo's supervisory board. O1 Group currently has no intention to excercise these special rights attached to the registered shares. The closing of the acquisition by O1 Group of UniCredit's shares in CA Immo is subject to the fulfilment of customary conditions precedent, such as merger control clearance, and expected to occur on or about November 10, 2014. Total value of the transaction is about EUR 295 million.
In addition to this transaction, O1 Group intends to launch a voluntary public takeover bid for up to approximately 26% of the issued ordinary shares of CA Immobilien Anlagen Aktiengesellschaft. The voluntary public partial offer is subject to the successful closing of the acquisition of the 15,954,891 ordinary shares from UniCredit Bank Austria AG
CA Immo is a Vienna Stock Exchange listed real estate company with a €3.5bn property portfolio, comprising 74 income generating assets, mainly premium office properties in central locations in core cities throughout the Germany, Austria and the CEE area. In addition, it has an exciting development portfolio in growth markets such as Berlin, Frankfurt and Munich that will further add value in the future. The company has a large free float, 18,000 retail shareholders and a liquid stock with €2.1 million average daily trading volume. CA Immo current market valuation is almost 1.6 billion euros.
O1 Group is a private holding company that focuses on strategic investments and asset management in different business areas such as real estate and finance. Among its most prominent assets is a majority ownership (more than 60%) of O1 Properties. O1 Properties is the largest Class A landlord in Moscow with almost 500,000 sq meters of rentable space and a portfolio of 13 yield-generating office assets of $4.5 Billion value plus 3 development projects. Among other shareholders of O1 Properties are ICT Group (26%) and Goldman Sachs International (12%*).
Boris Mints, Chairman of the Board of Directors of O1 Group says: "We are excited to have the opportunity to invest in CA Immo and support its management in further development of its focused strategy in Europe. The company has an attractive portfolio of modern and sustainable office assets with the highest quality tenants similar to what O1 Properties has in Moscow. We are committing ourselves as a long term and responsible shareholder keeping to the highest corporate governance standards applied in the company. We would also like to note the important role that Bank Austria has played in supporting and assisting both CA Immo and our subsidiary O1 Properties in its growth. Through our investment in CA Immo we look forward to further develop our relationships with the Bank”.
CA Immo's CEO, Dr Bruno Ettenauer noted: "We are very pleased with our new shareholder who has a profound understanding of the premium office real estate arena and will contribute experience gained from the dynamic and sustainable growth that it has achieved in its own market. O1 Group and its subsidiary O1 Properties have built an enviable reputation and we think all shareholders will benefit from the insights and stability of having a leading industry player as a core shareholder.”
Ithuba Capital, Goldman Sachs International and J.P.Morgan assisted O1 Group with the transaction. Colliers International assisted in portfolio valuation.
* Goldman Sachs International owns 10.2 million Class B ordinary shares in O1 Properties Limited corresponding to 12% of the total issued share capital of O1 Properties for a total consideration of USD 200 million (equivalent to net asset value as at 30 June, 2013). The following key terms apply to the purchase of the shares:
GSI benefits from downside protection through a fully collateralised put option under which O1 Group will repurchase the Shares from GSI for an amount no less, and in certain circumstances, greater than the initial purchase price;
GSI may sell its Shares at any time after 27 months from the purchase date until 2nd of May 2017, subject to O1 Group having a right of first refusal on any such sale. O1 Group has a call option from GSI over the Shares at the same price as the put option;
O1 Group has also entered into secured financing of USD 100 million arranged by GSI. The lenders nder that facility will receive from GSI part of any amount payable under the put option which is in excess of the initial purchase price. O1 Properties has guaranteed the new secured financing and any amount payable by O1 Group under the downside protection in excess of the initial purchase price.
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