Immofinanz, Immoeast Set Merger Meetings

VIENNA-The management and supervisory boards of allied Austrian property groups Immofinanz and Immoeast, each in the process of emerging from 24 months of financial turmoil, have taken the decision to merge to establish “a strong, unified and leading real estate property company in central and eastern Europe and Germany.”

Subject to approval by shareholders on 20 January, the merger will take effect retroactively from 30 April 2009. Requiring shareholder approval of both companies with a majority of 75% of votes, the exchange ratio offered for the 45.638% minority shareholders of Immoeast – ie equity not already held by Immofinanz – will be three Immofinanz shares for two of Immoeast.

Valuations of the companies have been based on the Net Asset Value as of 31 October 2009, and the exchange ratio verified with discounted cash flow valuations. The court appointed merger auditor PwC, and respective advising investment banks Morgan Stanley and Deutsche Bank, have all approved the terms of the merger.