- Managing board and supervisory board at IMMOFINANZ and IMMOEAST reach agreement with owners of Constantia Privatbank on the takeover of all real estate activities
- Purchase price of EUR 146 m for IMMOEAST management contract considerably lower than predicted by market experts
- Profitable business areas of the bank to be sold to IMMOFINANZ group
- The extraordinary general meeting on 23 July will make a decision as to whether to accept the terms of the agreement
IMMOFINANZ and its subsidiary IMMOFINANZ have successfully concluded negotiations with the owners of Constantia Privatbank concerning the purchase of Constantia Privatbank's real estate division by IMMOFINANZ and IMMOEAST. All the bank's business areas dealing with real estate investments and a number of subsidiaries will be acquired by IMMOFINANZ and IMMOEAST.
The transaction will take the following form:
- Constantia Privatbank's real estate activities and real estate subsidiaries will be demerged and incorporated within a new company, I&I Real Estate Asset Management AG (I&I). This will result in two independent affiliated companies which will be sold separately.
- I&I will be purchased by IMMOFINANZ and IMMOEAST and operate as a subsidiary of both companies. Both companies will buy a stake in I&I proportionate to the size of their respective real estate portfolios Consequently, IMMFOINANZ will acquire a 40 percent stake and IMMOEAST will acquire a 60 percent stake.
- There will be no overlaps in management positions between Constantia Privatbank and IMMOFINANZ / IMMOEAST. Dr. Karl Petrikovics will resign as CEO at Constantia Privatbank, Norbert Gertner will leave the boards at IMMOFINANZ and IMMOEAST. The subordinate management levels will be similarly restructured.
- Dr. Karl Petrikovics will remain CEO at IMMOFINANZ and IMMOEAST. Daniel Riedl, Christian Thornton and Michael Wurzinger will become members of the board at IMMOFINANZ.
The purchase price was agreed on based upon an appraisal by Ernst & Young, a leading global auditor. Only the fixed portion of the management fee was used to calculate the value of the management contract, performance fees that could have been due over the coming years were not taken into account.
Comparison with forecasts / demands in analyses
IMMOFINANZ will pay EUR 146 m for its management contract with Constantia Privatbank, significantly less than cited recently in the media and forecast by domestic and international investment banks.
The predicted costs for the purchase of the management contract were:
| Institute |
Time of
publication |
Reference base |
Value |
| ING |
My 2008 |
IMMOEAST |
€ 1,115 m |
| Kempen |
June 2008 |
IMMOEAST |
€ 325 m |
| Lehman |
April 2008 |
IMMOEAST |
€ 339 m |
| |
|
|
|
| Aurel Leven |
February 2008 |
IMMOFINANZ |
€ 858 m |
| Kempen |
June 2008 |
IMMOFINANZ |
€ 355 m |
| Lehman |
April 2008 |
IMMOFINANZ |
€ 393 m |
| |
|
|
|
| UniCredit |
April 2008 |
IFAG + IMMOEAST |
€ 650 m |
| |
|
|
|
Actual purchase price |
| IMMOFINANZ |
|
|
€ 146 m |
| IMMOEAST |
|
|
€ 219 m |
| IMMOFINANZ Group (IMMOFINANZ and IMMOEAST) |
€ 365 m |
The purchase price for the real estate subsidiaries and other real estate activities is EUR 75 m, of which IMMOFINANZ will pay EUR 30 m and IMMOEAST EUR 45 m.
Constantia Privatbank's real estate division consists of the following business areas and subsidiaries:
- Real estate asset management: Asset management for all real estate portfolios managed by Constantia Privatbank (IMMOFINANZ, IMMOEAST, Constantia Real Estate, closed-ended funds etc.) The managed properties have a combined market value of EUR 19.5 bn.
The real estate asset management area also covers the management contracts with IMMOFINANZ and IMMOEAST. Both companies' real estate management will therefore in future be handled by this joint subsidiary.
- CPB Immobilien Kapitalanlage GmbH: Manages Austria's most profitable open real estate fund, Constantia Real Estate.
- IMV Immobilien Management und Verwaltung GmbH: Austria's largest property and facility management company, managing 3.5 m sqm of floor space. IMV is active internationally through subsidiaries in Germany (Berlin, Munich, Cologne), Hungary, Czech Republic, Slovakia, Poland and Romania and is experiencing high growth rates there.
- Constantia Immobilien Development GmbH: Property developer for all of Constantia Privatbank's condominions for sale, structured real estate investment products, medium and large-scale projects in Austria and Central Europe; project volume 2007: approx. EUR 300 m
- CREDO Real Estate AG: Property developer with subsidiaries and projects in seven countries (Austria, Germany, Hungary, Czech Republic, Slovakia, Poland and Latvia). In 2007, CREDO's development portfolio contained projects with a total investment volume of approx. EUR 400 m. The company is furthermore active as an asset manager for institutional investment funds.
- CPB Immobilientreuhand GmbH: Austria's leading real estate broker with the highest market share in the office and rental apartment sectors as well as strongly growing subsidiaries in Hungary, Czech Republic, Slovakia, Poland and Romania. The group brokered 280,000 sqm in 2007. I&I will hold a 49 percent stake in CPB Immobilientreuhand.
The purchase of I&I will make the IMMOFINANZ group a real estate enterprise standing on two strong pillars: on the one hand the core business area of real estate investment and on the other hand real estate services provided by new subsidiary I&I. IMMOFINANZ and IMMOEAST will thus become integrated real estate enterprises covering investment, development, real estate brokerage and property management. Furthermore, the necessary structural requirements will be in place for establishing new, profitable business fields, in particular the management of closed-ended real estate funds for institutional investors. Central and Eastern Europe present excellent opportunities for gaining a strong market position. The “Real Estate Family Office” (comprehensive asset management for large private real estate assets) will offer its services internationally in future, particularly in Germany as well as Central and Eastern Europe.
This new constellation provides IMMOFINANZ with attractive strategic options, as well as the immediate increase in the potential for large-scale savings and profits. EBITDA is expected to rise by EUR 80 m to EUR 100 m in the first full business year following the purchase of Constantia Privatbank's real estate division. Earnings per share will rise EUR 0.11 to 0.14 in the wake of the transaction; cash flow per share is set to increase by EUR 0.17 to 0.22.
The supervisory boards at IMMOFINANZ and IMMOEAST have decided to present the results of negotiations to extraordinary general meetings, thereby giving shareholders the option of deciding whether or not to accept the purchase of Constantia Privatbank's real estate activities. Deliberation by the general meeting is not prescribed by law, but is a voluntary measure. The extraordinary general meeting of IMMOFINANZ will take place on 23 July. |