ad-hoc release
Vienna, on 17 December 2009
IMMOFINANZ AG and IMMOEAST AG Supervisory Board upon a merger decision
completion of the restructuring within reach
Today, in a joint Executive and Supervisory Board meeting, the respective management boards and supervisory boards unanimously the decisions on IMMOEAST AG as the company being the IMMOFINANZ as the acquiring company with retrospective effect from 30.4.2009 ('Effective Date') to merge.
The merger documents (draft merger agreement, joint merger report of the directors, audit reports of the supervisory boards, the merger report of the merger auditor, interim balance sheets as of 31/10/2009 and financial statements for the last three fiscal years of company) will be published on 18.12.2009 on the websites of the companies.
The merger should be approved by both shareholders' meetings by three-quarters majority and shall become effective upon registration in the commercial register. The extraordinary general meetings are on 20 January 2010 (IMMOFINANZ AG) and 21 January 2010 (IMMOEAST) take place.
The exchange ratio for the currently around 45.638% minority shareholders of IMMOEAST AG was agreed by the boards of three shares of IMMOFINANZ AG for two shares of IMMOEAST AG. The share swap will take place after the company's deed of the merger. The company valuation of the two companies was based on the respective 'Net Asset Value' (NAV, net asset value) at the agreed valuation date 31/10/2009. Furthermore, the agreed exchange ratio of assessments to confirm the discounted cash flow method.
The draft merger agreement was confirmed by a court-appointed merger auditor for both companies PwC audit GmbH auditing and tax consulting company's auditors and the exchange ratio was confirmed to be appropriate. The advisory investment banks, Morgan Stanley Bank AG, Frankfurt, for IMMOFINANZ AG and the German Bank AG, Frankfurt, for IMMOEAST AG, also confirming reports ('Fairness Opinions') given to the appropriateness of the exchange ratio.
With the merger, the assets and liabilities of IMMOEAST AG by universal succession to the IMMOFINANZ transferred and will void the IMMOEAST AG. Furthermore, it comes in a capital contribution in kind in the IMMOFINANZ AG by up to EUR 589 million to issue up to 567.4 million new units IMMOFINANZ shares to the minority shareholders of IMMOEAST AG. Thus take the IMMOEAST minority shareholders a majority stake in IMMOFINANZ AG.
Furthermore, it was decided that with effect from the merger operation and participation of IMMOEAST AG in the recently founded IMBEA IMMOEAST participation Management Inc. (a 100% subsidiary of IMMOEAST AG) to split the recording ('Downstream' cleavage). This persists even after the merger, an umbrella holding company for the IMMOEAST area, and the votes of the IMMOEAST give any IMMOFINANZ Convertible Bond 2009-2011.
From this last major Restructuring step will benefit the shareholders of both companies:
- elimination of the dominance ratio for the minority shareholders of IMMOEAST AG and thereby eliminating potential conflicts of interest with the current majority shareholder
- creation of a consolidated shareholder base
- Significant increase in the liquidity of the shares of IMMOFINANZ
- Resolution of intercompany receivables and payables
- Increase transparency and improve corporate governance
- to facilitate future capital measures
- cost savings and synergies with
the merger will create a strong, united and leading real estate company in Central and Eastern Europe and Germany.
Contact: Head of Investor Relations & Corporate Communications: Margit Hermentin IMMOFINANZ AG & IMMOEAST AG T +43 (0) 5 7111-2290
an article on the company message:
Immofinanz and Immoeast: general meetings on the merger in January
merger retroactively as of 30 goes three shares of the estate finance for two shares of Immoeast
The Realty Financial Group is now proceeding faster than expected - April 2009: The management and supervisory boards of real estate finance and real estate East have taken the decisions Immoeast than as the transferring company to the Immofinanz receiving Society to merge with retrospective effect from 30/4/2009.
read more here:
http://www.boerse-express.com/pages/841235
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