Vienna- and Warsaw-listed Immofinanz has definitively abandoned its €1.14 bn takeover bid for Austrian real estate peer S Immo, after the latter's shareholders rejected a structural change necessary to greenlight the combination offer.
Last week, S Immo shareholders turned down an amendment to their voting rights that would have waved through rival Immofinanz’s merger attempt.
S Immo said shareholders, with a turnout of almost 55%, rejected the elimination of maximum voting rights at an annual general meeting Immofinanz had called the ‘last chance’ for the merger to happen.
The maximum voting rights rule, introduced in 2006, stipulates that no shareholder can hold more than 15% of voting rights even if they own a higher percentage of shares. Immofinanz currently holds a 26.5% stake in S Immo.
Said Stefan Schönauer, chief financial officer of Immofinanz: 'The vote created an opportunity to smooth the way for the combination of both companies and to form S Immo and Immofinanz into a major Austrian player that can compete in Europe’s top league.
'Unfortunately, the S Immo shareholders decided against this proposal and our offer is, therefore, no longer valid.'
Earlier this year, Immofinanz raised its voluntary takeover offer for the Austrian peer by 23% to €22.25 per share, representing a 40% premium to the average share price of S Immo over the last six months. But S Immo CEO Bruno Ettanauer continued to call the bid 'too low'.
‘The offer is unattractive as it does neither take into account the current EPRA NAV, nor the expected increase in the intrinsic value of S Immo,’ Ettanauer said, noting that when Immofinanz bought the S Immo share package in 2018, it paid a premium of 15% on the then EPRA NAV. ‘The shareholders of S Immo are now – three years later – also entitled to a price that corresponds to the value of the share. The price offered is far off in this respect.’
Immofinanz underlined that it would not amend its takeover offer further, planning instead to continue on its current growth path.