Shareholders reject cancellation of maximum voting right

Corporate news
  • At the extraordinary general meeting shareholders reject the cancellation of the maximum voting right from S IMMO’s articles of association – thereby denying the fulfilment of an essential (waivable) condition of the offer
  • Rejection represents a clear indication that takeover offer of EUR 22.25 per share is unattractive
  • If the offer remains valid, S IMMO shareholders should wait for the valuation results as of 30 June 2021 and decide afterwards
  • Stand-alone scenario remains an attractive alternative


Today the extraordinary general meeting of SIMMO AG, initiated by IMMOFINANZ AG, has voted against the provisional cancellation of the maximum voting right. Bruno Ettenauer, CEO of S IMMO AG, explains: “We see the rejection of the proposed amendment to the articles of association as a vote of confidence by our shareholders and would like to thank them for the important backing we received today. The vote is ­– especially in view of the recommendations by the international proxy advisors, which are unrelated to the takeover bid – a clear indicator that the offer price of EUR 22.25 per share is by far too low.” Ettenauer affirms: “The offer simply does not reflect the value of the share and the economic potential of S IMMO AG.”

Due to the resolution of the extraordinary general meeting, an essential condition of the takeover offer by IMMOFINANZ AG has not been fulfilled. It is now up to the bidder to decide whether to abandon the takeover intention, waive the condition precedent or substantially improve the offer. “Irrespective of a possible improvement of the offer, we recommend all shareholders to wait with the decision of a possible acceptance. We will soon publish the external valuation of our entire real estate portfolio as of 30 June 2021. The encouraging macroeconomic developments suggest that the value analysis, which showed an appreciation potential of EUR 85m as of 30 April 2021, will at least be confirmed, if not exceeded by the valuation as of 30 June 2021. Only then can shareholders make an informed decision based on current figures”, Ettenauer states to shareholders.

If the required threshold for acceptance of the takeover offer of 50% of the outstanding shares should be reached, all shareholders who did not accept the offer within the original acceptance period have the right to tender their shares to the bidder within a three-month grace period under the same conditions (PUT option). Thus, there is no pressure for the shareholders to accept the offer prematurely if it does not meet their respective price expectations.

CEO Bruno Ettenauer has already clearly outlined the alternative case to the takeover: In a stand-alone scenario, Ettenauer plans to sell the shares in IMMOFINANZ AG and CA Immobilien Anlagen AG and to use the funds raised, expected to amount to well over EUR 500m, for the purchase of immediately yielding properties and for project developments. The approach outlined secures the future earnings strength of S IMMO AG and the ongoing ability to pay dividends, while supporting the share price potential of S IMMO AG. The company is already prepared for rapid implementation.