Spis treści:
2. INFORMATION ABOUT THE ENTITY
3. SIGNATURE OF PERSONS REPRESENTING THE COMPANY
| POLISH FINANCIAL SUPERVISION AUTHORITY | |||||||||||
| UNI - EN REPORT No | 50 | / | 2009 | ||||||||
| Date of issue: | 2009-12-17 | ||||||||||
| Short name of the issuer | |||||||||||
| IMMOEAST AG | |||||||||||
| Subject | |||||||||||
| IMMOFINANZ AG’s and IMMOEAST AG’s management board and supervisory board resolve upon a merger | |||||||||||
| Official market - legal basis | |||||||||||
| Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bie¿¹ce i okresowe |
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| Unofficial market - legal basis | |||||||||||
| Contents of the report: | |||||||||||
| Ad hoc Release IMMOFINANZ AG’s and IMMOEAST AG’s management board and supervisory board resolve upon a merger The completion of restructuring is at hand Today the supervisory board and the management board of IMMOFINANZ AG and IMMOEAST AG unanimously resolved upon a merger between IMMOEAST AG as transferring company and IMMOFINANZ AG as receiving company effective retroactive dated 30 April 2009 (“Merger Due Date"). The merger documents (draft of the merger agreement, combined merger report of the management boards, audit reports of the supervisory boards, merger audit report of the merger auditor, interim balance sheets of the companies as of 31 October 2009 and the financial statements of the companies for the last three business years) will be published on the websites of the companies on 18 December 2009. The merger has to be approved by the shareholders’ meetings of both companies with a majority of 75 percent of the votes cast and will become effective upon registration with the commercial register. The extraordinary shareholders’ meetings of the companies will take place on 20 January 2010 (IMMOFINANZ AG) and 21 January 2010 (IMMOEAST AG). The exchange ratio for the currently approximately 45.638 percent minority shareholders of IMMOEAST AG has been agreed between the management boards with three IMMOFINANZ AG shares for two IMMOEAST AG shares. The share exchange will take place upon registration of the merger with the companies register. The valuation of both companies has been based on the “Net Asset Value" (NAV) of each company as of the agreed valuation due date 31 October 2009. Further, the agreed exchange ratio has been verified with discounted cash flow valuations of the companies. The draft of the merger agreement has been audited by the court appointed merger auditor (“PwC Wirtschaftsprüfung GmbH Wirtschaftsprüfung und Steuerberatungsgesellschaft") for both companies and the merger auditor has approved the exchange ratio as adequate. Further, the advising investment banks, Morgan Stanley Bank AG, Frankfurt, for IMMOFINANZ AG, and Deutsche Bank AG, Frankfurt, for IMMOEAST AG, approved the adequacy of the exchange ratio in fairness opinions. With the merger all of IMMOEAST AG’s assets and liabilities will be transferred via universal legal succession to IMMOFINANZ AG and IMMOEAST AG will extinguish. Further, IMMOFINANZ AG will increase its share capital by up to EUR 589 million against contribution in kind and will issue up to 567.4 million new shares to the minority shareholders of IMMOEAST AG. Thereby the IMMOEAST AG minority shareholders will acquire the majority of IMMOFINANZ AG. Further, it has been resolved upon by the respective boards to spin off IMMOEAST AG’s business operations and its shareholdings by downstream merger into the recently newly established IMBEA IMMOEAST Beteiligungsverwaltung AG, a 100 percent subsidiary of IMMOEAST AG. The spin off shall become effective prior to the merger. Therewith a holding company for the IMMOEAST operations as well as the promise of guarantee extended by IMMOEAST AG for the benefit of the convertible bonds 2009-2011 issued IMMOFINANZ AG will remain in place. The final major restructuring measure will lead to a “win-win" situation for the shareholders of both companies: • Elimination of the majority controlled situation for minority shareholders of IMMOEAST AG and the abolition of potential conflict of interests with the current majority shareholder • Establishment of a consolidated shareholder base • Substantial increase of the liquidity of the IMMOFINANZ AG shares • Netting of intra-group liabilities and receivables • Better transparency and improvement of the corporate governance • Facilitation of future capital measures • Cost savings and realization of synergies With the merger a strong, unified and leading real estate property company in Central and Eastern Europe and Germany will be formed. Contact: Investor Relations & Corporate Communications: Mag. Margit Hermentin IMMOFINANZ AG & IMMOEAST AG T +43 (0)5 7111-2290 m.hermentin@immofinanz.com Pressekoordination: Mag. Christoph Edelmann ACCEDO Austria GmbH T +43 (0)1 533 87 00 christoph.edelmann@accedogroup.com |
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| Annexes | |||||||||||
| File | Description | ||||||||||
| IMMOEAST AG | |||||||||||||
| (fullname of the issuer) | |||||||||||||
| IMMOEAST AG | Budownictwo (bud) | ||||||||||||
| (short name of the issuer) | (sector according to clasification of the WSE in Warsow) |
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| 1120 | Wien | ||||||||||||
| (post code) | (city) | ||||||||||||
| Gaudenzdorfer Gurtel | 67 | ||||||||||||
| (street) | (number) | ||||||||||||
| 0043 5 7111 | 0043 5 7111-8888 | ||||||||||||
| (phone number) | (fax) | ||||||||||||
| www.immoeast.at | |||||||||||||
| (e-mail) | (web site) | ||||||||||||
| (NIP) | (REGON) | ||||||||||||
| SIGNATURE OF PERSONS REPRESENTING THE COMPANY | |||||
| Date | Name | Position / Function | Signature | ||
| 2009-12-17 | Edgar Rosenmayr Eduard Zehetner | Managing Director Managing Director | |||
Źródło:Komunikaty spółek (ESPI)
