Agreement with CPIPG regarding General Meeting and takeover offer
Today, on 02 May 2022, S IMMO AG (“S IMMO”) and CPI PROPERTY GROUP S.A. (“CPIPG“) have reached an agreement on the takeover of S IMMO sought by CPIPG: Pursuant to the agreement entered into today between the companies, the Management Board of S IMMO supports the abolishment of the voting cap according to Sec 13 para 3 of the articles of association of S IMMO, in order to enable CPIPG to launch a mandatory offer. In turn CPIPG is ready to increase the announced offer price by EUR 1.50 per share from previously EUR 22.00 per share (cum dividend) to now EUR 23.50 per share (cum dividend). Since, in the view of the Management Board of S IMMO, CPIPG now grants the shareholders a fair exit opportunity with this substantial increase in the offer price, the Management Board of S IMMO will recommend to the shareholders, to vote in favour of the lifting of the voting cap set forth in Sec 13 para 3 of the articles of association.
Both the abolishment of the voting cap and the making of the mandatory offer announced by CPIPG are subject to the condition precedent of merger clearance of the takeover sought by CPIPG. S IMMO´s shareholders are to pass a resolution on the abolishment of the voting cap at an Annual General Meeting to be held on 01 June 2022 – earlier than originally planned. The filing and registration of the amendment of the articles of association (lifting of the voting cap) will not be made until after the planned takeover by CPIPG has been approved by the competent competition authorities.
Disclosure of an inside information acc. to Article 17 of the Market Abuse Regulation (EU) No 596/2014. It constitutes neither a financial analysis nor advice or recommendation relating to financial instruments, nor an offer, solicitation or invitation to buy or sell securities of S IMMO AG. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful.