Wolf Theiss advises CPI Property Group on the abolishment of S IMMO’s voting cap

S IMMO AG’s shareholders approve resolution to abolish the voting cap proposed by CPI Property Group (CPIPG) with decisive majority. CPIPG is advised by Wolf Theiss.

On 14 April 2022, CPI Property Group (CPIPG) requested the management and supervisory boards of S IMMO AG, Vienna, to convene an extraordinary shareholders’ meeting to vote on the abolishment of the voting cap set forth in S IMMO’s articles of association and announced its intention to launch a mandatory takeover offer for all outstanding shares of S IMMO.

On 2 May 2022, CPIPG and S IMMO reached an agreement pursuant to which the management board of S IMMO supports the proposed abolishment of the voting cap and the transaction. CPIPG agreed to increase the offer price under the announced mandatory takeover offer to EUR 23.50 per S IMMO share on a cum divi-dend basis.
The annual general meeting of S IMMO held on 1 June 2022 approved the proposed abolishment of the voting cap with the required majorities. The resolution is conditional upon merger control clearance by the competent competition authorities. The mandatory takeover offer will be filed with the Austrian Takeover Commission following registration of S IMMO’s amended articles of association in the Austrian companies’ register.

Wolf Theiss advises CPIPG on the abolishment of the voting cap and on all takeover law aspects regarding the public tender offer. In addition, Wolf Theiss has advised CPIPG on all Austrian law aspects of a EUR 1.25 bn bridge loan facility to help finance its takeover offer and is lead counsel to CPIPG for obtaining the required merger control clearance across six jurisdictions.

Under the lead of Florian Kusznier (Partner, Co-Head Corporate/M&A), the core Wolf Theiss team comprises of Christopher Jünger (Senior Associate, Corporate/M&A), Stefan Wartinger (Counsel, Competition & Antitrust), Zeno Grabmayr (Counsel, Corporate/M&A), Sophie Weber (Associate, Competition & Antitrust) and Claus Schneider (Partner, Banking & Finance). The core team is supported by a broad team of Wolf Theiss experts across the firm’s international offices.