EQS-Adhoc: Flughafen Wien AG: Management Board of Flughafen Wien AG Advises Shareholders Not to Accept the Purchase Offer of IFM Global Infrastructure Fund
EQS-Ad-hoc: Flughafen Wien AG / Key word(s): Statement/Miscellaneous
Flughafen Wien AG: Management Board of Flughafen Wien AG Advises
Shareholders Not to Accept the Purchase Offer of IFM Global Infrastructure
Fund
17-Aug-2022 / 08:49 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS – a service of EQS Group
AG.
The issuer is solely responsible for the content of this announcement.
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Management Board of Flughafen Wien AG Advises Shareholders Not to Accept
the Purchase Offer of IFM Global Infrastructure Fund
Airports Group Europe S.à r.l., an indirect subsidiary of IFM Global
Infrastructure Fund, currently holds 40% plus nine shares of Flughafen
Wien AG (FWAG) and published a partial offer on 11 August 2022 pursuant to
Section 4 et seq. of the Austrian Takeover Act to acquire an additional
stake of up to 9.99% of all shares (totalling up to 50% less one share) in
FWAG (ISIN AT00000VIE62).
The Management Board of FWAG has prepared a statement on the offer from
IFM as stipulated by law. The board’s opinion was reviewed and positively
assessed by an expert appointed by the company and unanimously adopted by
the Supervisory Board of FWAG. The Supervisory Board fully concurs with
the statement made by the Management Board.
Recommendation of the FWAG Management Board: reject the IFM offer
After carefully weighing the numerous arguments in favour of and against
acceptance of the offer, the Management Board of Flughafen Wien AG advises
shareholders to reject the purchase offer. In principle, this bid
represents a clear display of confidence in the performance of FWAG.
However, in the opinion it issued, the Management Board provides extensive
explanations why the proposed purchase price of € 33 per share is deemed
as being too low in the light of the expected further positive development
of the well-performing company, which is completely debt-free at present.
Further reduction in liquidity and tradability could lead to a delisting
Moreover, the Management Board sees the danger that an acceptance of the
offer will further reduce liquidity and thus the tradability of the share.
In turn, this could ultimately lead to a delisting of the FWAG share from
the stock market, a step which neither the Management Board nor the
Supervisory Board favours.
In its deliberations, the Management Board also refers to the statement
issued by IVA (“Interessenverband für Anleger”), the interest group for
investors, which advised long-term investors not to accept the IFM offer.
Furthermore, the Management Board points out that the offer of € 33 per
share less the expected dividend of € 0.75/share for 2022, in accordance
with the updated guidance, is not only 5% below the lowest closing price
of 2019 but also about 20% under the highest closing price in the year
2019.
Full wording of the comprehensive statement will be available on
VIE-website on Thursday
Since 2011 the Management Board has successfully pursued the path of
sustainably enhancing enterprise value. If this strategy leads to further
earnings increases following the end of the COVID-19 crisis, a shareholder
accepting the offer would forego the opportunity to participate in the
future potential increase in the value of Flughafen Wien AG. Due to the
growth prospects of the target company, there is the possibility that
further earnings potential will be realised. In turn, this will result in
an increase in the value of the shares held in the target company as well
as the dividends to be distributed to shareholders in the future. If, in
fact, the growth in the global (and especially European) aviation sector
expected by the Management Board actually takes place or is even exceeded,
the enterprise value of the target company would be sustainably enhanced.
By accepting the above-mentioned offer, the shareholder would miss out on
the potential advantages from such a rise in the value of the company. One
positively aspect should be emphasized, namely that the company has
largely paid back its debt, which in turn opens up vital financial
flexibility for future investments and/or higher dividend yields.
Furthermore, the possible further noticeable reduction in free float
raises fundamental issues with respect to the future capital market
strategy and presence (stock exchange listing) of the company. A possible
impending delisting would, in particular, not be considered as being in
the best interests of the company and would also contradict the declared
objectives of the other core shareholders. The related repercussions on
the governance of the company and the loss of a future potential source of
financing could lead to adverse effects on other stakeholders.
By concentrating voting rights in a possible range of 40.0% to close to
50.0% of all the voting shares in Flughafen Wien AG – alongside the
existing stakes held by further core shareholders totalling 50% of all
shares in the company – the possibility of the remaining free float
shareholders to exert an influence on the decision-making process would be
severely restricted. An acceptance of the offer would further increase the
stake held by the bidder in an important Austrian company for the
country’s critical infrastructure. In this case, a subsequent impact on
the public interest cannot be ruled out.
Finally, the Management Board would like to point out that only the
shareholder can actually make an assessment as to whether the offer is
advantageous or not, based on the shareholder’s own individual situation
(purchase price, long-term or short-term investment, appraisal of the
future development of the company etc.). However, the expected future
development of the capital market and the Vienna Stock Exchange also plays
a major role. In this case, the situation may be different for small
private investors than for institutional investors.
The complete texts of the opinions issued by the Management Board,
Supervisory Board and expert will be available on the website of Flughafen
Wien AG starting on 18 August 2022 at
[1] www.viennaairport.com/partial_takeover_offer_ifm_2022 and the
corresponding announcement will be published in the Official Gazette of
the newspaper “Wiener Zeitung.”
Information published by:
Flughafen Wien Aktiengesellschaft
1300 Vienna Airport, Vienna
Austria
Contact: Corporate Communications Flughafen Wien AG
Contact:
Christian Schmidt
Head of Investor Relations
Flughafen Wien AG
Tel.: +43 1 7007/23126
E-mail: christian.schmidt@viennaairport.com
Press Office
Peter Kleemann, Company Spokesman
Tel.: (+43-1-) 7007-23000
E-Mail: p.kleemann@viennaairport.com
Website: www.viennaairport.com
Issuer:
Flughafen Wien AG
1300 Vienna Airport, Vienna
Austria
phone: +43 1 7007 – 23126
FAX: +43 1 7007 – 23806
mail: investor-relations@viennaairport.com
WWW: http://viennaairport.com/unternehmen/investor_relations
ISIN: AT00000VIE62
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17-Aug-2022 CET/CEST News transmitted by EQS Group AG. www.eqs.com
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Language: English
Company: Flughafen Wien AG
Postfach 1
1300 Wien-Flughafen
Austria
Phone: +43-1-7007/23126
Fax: +43-1-7007/23806
E-mail: investor-relations@viennaairport.com
Internet: http://www.viennaairport.com
ISIN: AT00000VIE62
WKN: A2AMK9
Indices: ATX PRIME
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt
(Basic Board), Munich, Stuttgart, Tradegate Exchange; London,
Nasdaq OTC, Vienna Stock Exchange (Official Market)
EQS News ID: 1421979
End of Announcement EQS News Service
1421979 17-Aug-2022 CET/CEST
References
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