BPV Hugel has advised Immofinanz AG in review proceedings of the exchange ratio to be applied in its 2010 merger with Immoeast AG.
Under Austria's Stock Corporation Act, the exchange ratio of a merger can be challenged and reviewed in court proceedings even after the execution of the merger. The review proceedings, which started already 2010, have now been settled.
According to bpv Huegel, "the settlement provides for compensation to the group of former Immoeast shareholders through distribution of additional Immofinanz shares at a ratio of 0.088 Immofinanz share per former Immoeast share. Approximately 340.7 million Immoeast shares were entitled to participate in the settlement. In total approximately 30 million shares have been distributed out of treasury shares and as new shares from a share capital increase (authorized share capital). The compensation with shares has been applied the first time in review proceedings in Austria."
BPV Hugel reports that it advised on the merger in 2010, represented Immofinanz in the review proceedings, and "now conducted the settlement negotiations and structured the settlement terms and its execution along with comprehensive advise on corporate law and capital markets law aspects, in particular on the compensation by shares first time applied in the market."
“We are delighted to advise Immofinanz on this settlement and the compensation by additional shares, first time applied in the market, which also underlines the leading position of our firm representing listed companies in review proceedings of exchange ratios and squeeze-out compensations,” commented Partner Christoph Nauer, who led his firm's team on the matter. Nauer was assisted by Partner Hanns Hugel, Attorneys Daniel Reiter, Walter Loukota, Kornelia Wittmann, and Dominik Geyer, and Associates Andreas Krist and Roland Juill.