Final approvals granted for the Offer for Flughafen Wien AG
Airports Group Europe S.à r.l. ("Airports Group Europe" or "Bidder"), an indirect subsidiary of the IFM Global Infrastructure Fund ("IFM GIF"), is pleased to inform the shareholders of Flughafen Wien Aktiengesellschaft ("Flughafen Wien AG") that the Austrian Ministry of Labor and Economy and the National Foreign Direct Investment Screening Office of Malta have approved the share acquisition contemplated by the voluntary partial public offer ("Offer") proposed by Airports Group Europe for approximately 9.99% of the shares in Flughafen Wien AG for € 34.00 cum dividend per share.
As is common practice for regulatory approvals regarding critical infrastructure assets, the approval is subject to certain remedies. Under the remedies imposed by Austrian Ministry of Labor and Economy, Airports Group Europe may not propose more than two candidates to the supervisory board of Flughafen Wien AG and may not propose changes to the articles of association of Flughafen Wien AG. Further, certain reporting obligations apply vis-à-vis the Austrian Ministry of Labor and Economy, in particular to ensure compliance with the remedies.
With these approvals, all conditions precedent under the Offer are fulfilled and the Offer is unconditionally binding. Shareholders will have an additional 10 market days to accept the Offer during the Extended Acceptance Period, detailed below.
Quotes attributable to IFM Investors Executive Director Infrastructure, Werner Kerschl:
"We welcome the decision by the relevant authorities to approve this Offer, which recognizes IFM GIF as a strong and long-term partner for Flughafen Wien."
"We believe the offer price represents an attractive premium for shareholders, considering the continued high levels of uncertainty for the aviation industry. We also believe that the Offer is a liquidity event for shareholders to sell their shares in an otherwise relatively illiquid stock at an attractive price."
"As an existing shareholder in Flughafen Wien for over eight years, and a long-term investor on behalf of pension funds and institutional investors, we continue to recognize Austria as an attractive place to invest."
"We remain committed to working with all stakeholders of Flughafen Wien and supporting Management in the interests of local communities, passengers, airline customers, employees and the broader economy."
An Attractive Opportunity for Shareholders
The offer price of € 34.00 cum dividend per share corresponds to a premium of 29.3% compared to the closing price of the last trading day prior to the announcement that Airports Group Europe increased its shareholding to over 40% (10 June 2022). This is Airports Group Europe's “best and final price” and continues to represent an attractive premium for shareholders, considering the continued high levels of uncertainty for the aviation industry and European markets. Accepting the Offer and realizing the gross return of 29.3% from 10 June 2022 compares favorably to the gross returns over the same time period of the Austrian Stock market (4%) or of Flughafen Wien’s most comparable peers (Zurich, Fraport) (3%, weighted equally)1.
Details about the Extended Acceptance Period
Shareholders of Flughafen Wien AG will now have the possibility to accept the Offer, on a contractual basis, in an extended acceptance period of 10 trading days ("Extended Acceptance Period"). The Extended Acceptance Period which will start on 26 January 2023 and will end on 8 February 2023 at 17:00 (Vienna time).
Shareholders of Flughafen Wien AG who have accepted the Offer (either in the Acceptance Period or the Extended Acceptance Period) will receive the improved Offer price of € 34.00 cum dividend per share within 10 trading days after the expiry of the Extended Acceptance Period, i.e. until 22 February 2023 at the latest.
A dedicated website (www.Vienna-Airport-Share-Offer.at) has been set up, where shareholders can find the offer document and its amendment and other relevant information. The offer document and its amendment can also be found on the Flughafen Wien AG website (www.viennaairport.com) and the Takeover Commission website (www.takeover.at).
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About Airports Group Europe
Airports Group Europe is a limited liability company registered in Luxembourg under B 167449. It is an indirect subsidiary of the IFM Global Infrastructure Fund.
About IFM GIF
IFM Global Infrastructure Fund ("IFM GIF ") is an open-ended global infrastructure investment fund advised by IFM Investors Pty Limited ("IFM Investors ").
IFM GIF’s investors include a diverse range of pension funds and institutional investors across the UK, Europe, Australia, the US, Canada and Asia.
IFM GIF has a 17-year track record investing in assets around the world with 22 current portfolio investments spanning airports, seaports and toll roads, as well as energy, water and telecommunication assets (as at 30 September 2022).
About IFM Investors
IFM Investors was established more than 25 years ago by not-for-profit Australian pension funds, in partnership with the Australian trade union movement, with the aim of protecting and growing the long-term retirement savings of 120 million working people around the world, including caregivers, teachers, construction workers and hospitality workers.
IFM Investors is one of the largest global infrastructure investment managers with more than € 64 billion (as at 30 September 2022) invested across a range of infrastructure assets. Throughout the past 8 years, we have dependably supported the strategy and the work of the management of Vienna International Airport and have provided advice based on our international expertise.
We have significant experience in working alongside municipalities and public entities as manager or advisor in investments across 17 different airports in Australia, the United Kingdom, Austria, Malta, Slovakia and Latin America.
IFM GIF’s airport experience includes investments in Flughafen Wien Group (Vienna, Malta and Košice airports), Manchester Airports Group (Manchester, London Stansted and East Midlands airports) and Sydney Airport. IFM GIF has been as a major shareholder of Vienna International Airport for the past 8 years.
1 Past performance does not guarantee future results. This information is provided for illustrative purposes only and does not constitute investment advice or an investment recommendation. Austrian Stock market is represented by the ATX Index, Zurich Airport by ticker FHZN-CH, and Fraport by ticker FRA-DE. Data as of 23 January 2023