The Kubas Kos Gałkowski Law Firm provided consultancy in the preparation of a precedential tender offer for the purchase of Immofinanz stocks with a value of EUR 422 million

Varia

25 March 2015

On 25 March, on the capital markets in Warsaw and Vienna, a voluntary partial public takeover offer for the purchase of 150,893,280 shares of Immofinanz AG was launched. The shares to which the bid applies account for 13.5% of the company’s share capital whereas the announced price per valor was EUR 2.8. The total value of the offering exceeds EUR 422 million.

Immofinanz AG shares are listed in a dual listing system on the stock exchanges in Vienna and in Warsaw.

The announced bid is the first voluntary tender offer of this type for the purchase of stocks of a foreign company, listed on the Warsaw Stock Exchange. The precendential nature of the transaction is emphasised by the circumstance that it is not directly subject to the provisions of the 13th Directive. In connection therewith, the determination of the scope of governance of the Austrian law (which the bid is subject to) and of the Polish law was necessary. It also necessitated cross-border cooperation of the supervisory authorities (the Austrian ÜbK and the Polish KNF). An additional innovation was the resignation, in the Polish part of the bid, from the involvement of a local broker (brokerage house) and the settlement of the transaction between the national deposit systems of Austria (OeKB) and Poland (KDPW) with the use of the SWIFT system. In place of the omitted domestic broker, the bidders’ information and disclosure obligations were carried out by the Kubas Kos Gałkowski Law Firm.

The announced bid is of the nature of an unsolicited takeover of a qualified minority block in the target company. The announcement of the bid was noted by international press agencies and widely commented in foreign economic media.

See, among others, coverage presented by the Polish Press Agency (PAP), Reuters, and the Handelsblatt daily.

Immofinanz AG, with its registered seat in Vienna, is a potentate on the real estate market in Germany, Austria, Central and Eastern Europe as well as Eastern Europe, including Russia.

The Kubas Kos Gałkowski team, led by Arkadiusz Radwan, PhD, attorney-at-law, provided consultancy services on Polish, cross-border, European law, and settlement matters.