Austria: Schoenherr advises Starwood on takeover offer for CA Immo

Schoenherr is advising Starwood Capital Group ("Starwood") on the public takeover offer for VSE-listed CA Immobilien Anlagen AG ("CA Immo"). The transaction was announced on 8 January 2021 (Schoenherr press release), the offer document was published by Starwood on 22 February 2021 (Starwood Capital press release).

The anticipated mandatory takeover offer is aimed at acquiring all outstanding CA Immo shares and convertible bonds that are not held by Starwood or CA Immo. The price offered to shareholders is EUR 34.44 per CA Immo share (cum dividend). The price offered to convertible bondholders is approx. EUR 132,621.35 for each convertible bond with nominal value of EUR 100,000 (cum dividend). Based on these offer prices CA Immo is valued at approximately EUR 3.4 billion. The completion of the anticipated mandatory takeover offer is subject to merger control clearance in Austria, Germany and Poland. The acceptance period runs from 22 February until 9 April 2021, 5:00 pm (CET). There will be no minimum acceptance threshold.

In 2018 Starwood, also advised by Schoenherr, had already acquired a 26 % stake in CA Immo including four golden shares that carry delegation rights to the supervisory of CA Immo.

CA Immo is a real estate group headquartered in Vienna with branch offices in seven Central European countries. Its core business involves leasing, managing and developing high-quality office buildings. CA Immo controls property assets in Germany, Austria, and Eastern Europe.

The Starwood Capital Group is a private investment firm with a core focus on global real estate. Since its inception in 1991, the firm has raised nearly USD 55 billion of equity capital and currently has in excess of USD 70 billion of assets under management.

The Schoenherr team, advising Starwood on all legal aspects of the transaction and as a representative towards the Austrian Takeover Commission, is led by Christian Herbst (partner) and Sascha Schulz (counsel). They are supported by Peter Feyl (partner), Maximilian Lang (partner), Alfred Amann (associate), Marco Thorbauer (attorney) as well as Volker Weiss (partner) and Pawel Kulak (attorney).