SOF-11 Klimt CAI S.à r.l. launched an anticipatory mandatory takeover offer to acquire remaining 70% of CA Immobilien Anlagen AG (WBAG:CAI) from S IMMO AG (WBAG:SPI) and others for €2.3 billion on January 8, 2021. Under the terms, SOF-11 will pay €34.44 per share for each share of CA Immobilien and €132,621.35 per Convertible Bond 2017. As on February 26, 2021, the offer price was increased to €36 per share for €2.34 billion. The Share Offer Price and the Convertible Bond Offer Price are on a cum dividend basis. Offer price per CA Immo share will be reduced by the amount of any dividend declared per CA Immo share between the announcement of this Offer and the settlement of this Offer, provided that the Offer is settled after the relevant dividend record date. As on July 2, 2021, the offer price was increased to €37 per share. The Bidder has sufficient funds for the financing the Offer in respect of all the Securities covered by the Offer and has ensured that these funds will be available in due time for the implementation of the Offer. There will be no minimum acceptance threshold. The completion of the Offer will be subject to merger control clearance from the competent authorities. The completion of the offer will be subject to merger control clearance in Austria, Germany, and Poland. As of February 20, 2021, the Austrian Takeover Commission has approved the offer document. The transaction has received (deemed) clearance from the competition authorities in Austria, Germany, and Poland. The offer period will commence from February 22, 2021 to April 9, 2021. As of April 1, 2021, the additional acceptance period will run from April 14, 2021 to July 14, 2021. CA Immo's major shareholder, UK activist investor Petrus Advisers, turned down the revised takeover offer for the Austrian real estate company, saying it is still too low. Bidder intends for CA Immo's shares to remain listed.

Christian Herbst, Sascha Schulz, Peter Feyl, Maximilian Lang, Marco Thorbauer and Volker Weiss of Schönherr Rechtsanwälte Gmbh acted as legal advisor to Starwood Capital Group in the transaction. Goldman Sachs International and Morgan Stanley & Co International plc act as financial advisors and Eastdil Secured, L.L.C. acted as financial and real estate advisor, Cushman & Wakefield as real estate advisor and PricewaterhouseCoopers LLP acted as accountant to SOF-11 Klimt CAI S.à r.l. in the transaction. Daniel Borg, Matthew Elliott, Lloyd Jones, Dan Clarke, Matthew Merkle, Michael Taufner, Jonathan Kandel, and Frixos Hatjantonas of Kirkland & Ellis International LLP and Andrew Shiner, Scott Berger and Andrew Van Noord of Kirkland & Ellis LLP acted as legal advisor for Starwood Capital Group. Raiffeisen Bank International AG (WBAG:RBI) acted as transfer agent.

SOF-11 Klimt CAI S.à r.l. completed the acquisition of an additional 33.6% stake in CA Immobilien Anlagen AG (WBAG:CAI) from S IMMO AG (WBAG:SPI) and others for €1.2 billion on July 14, 2021. During the statutory grace period, which ended on July 14, 2021, a further 25,730,695 CA Immo shares were included in the offer. After the settlement of these additional share purchases, the Bidder will hold a total of 59,176,155 CA Immo Shares. This corresponds to 58.8% of the total outstanding voting rights in CA Immo.