Schoenherr, a leading corporate law firm in Central and Eastern Europe, together with Clifford Chance, Moscow, advised Terim Limited (Cyprus) and 01 Group Limited (Cyprus) as Sellers, on the sale of a 26 % participation in CA Immobilien Anlagen Aktiengesellschaft ("CA Immo"), listed at the Vienna Stock Exchange, to IMMOFINANZ AG ("IMMOFINANZ").
With a share purchase agreement dated 17 April 2016, Terim Limited has agreed to sell 25,690,163 bearer shares in CA Immo to IMMOFINANZ. 01 Group Limited agreed to sell four registered shares in CA Immo, which grant delegation rights to the supervisory board of CA Immo, to IMMOFINANZ. The transaction is subject to conditions precedent, in particular merger control clearance in Austria, Germany and other jurisdictions, as well as approval by the supervisory board of IMMOFINANZ AG and approval of the management board of CA Immo for the transfer of the registered shares.
The purchase price amounts to EUR 23.50 per share. The total transaction volume is approximately EUR 604 million.
In connection with the sale of the CA Immo stake, EG Immobilien Europe Limited (Cyprus) has granted IMMOFINANZ AG a call option to buy back those IMMOFINANZ shares which EG Immobilien Europe Limited may be holding 12 months after closing of the CA Immo stake acquisition, at the then prevailing market price, and subject to the regulations for share repurchases.
The Schoenherr Team was led by partner Christian Herbst (Corporate/M&A), and additionally consisted of Maximilian Lang (Attorney at Law, Corporate/M&A), Sascha Schulz (Counsel, Corporate/M&A), as well as Volker Weiss (Partner, Competition).