Blackstone has bid AUD436m (€294m) to acquire Astro Japan Property, an Australian-listed company that owns Japanese property.
The takover offer is priced at AUD7.18 per security, valuing the portfolio of retail, office and residential properties at AUD1.1bn.
Astro, which five months ago rejected a takeover bid from Lone Star, halted trading on Tuesday. The bid was announced after the market closed.
Allan MacDonald, chairman of Astro Group, said: “The Blackstone proposal delivers Astro security holders with an asset premium that reflects the quality and scarcity of our underlying real estate portfolio, and net proceeds that provide cash liquidity at a material premium to recent trading levels.”
Astro’s shares have consistently traded at a discount to net tangible asset.
The offer price implies a 13.1% premium to the closing price of AUD6.35 per security on 31 July, the last day of trading prior to the announcement.
The board has determined that the Blackstone proposal delivers the “the most compelling and certain value proposition” to securityholders of all alternatives considered and compared to all other proposals received to date, MacDonald said.
Astro’s board said it unanimously recommended that its security holders vote in favour of the Blackstone proposal at an extraordinary meeting to be held on 13 September.
If approved, the vehicle will be delisted from the Australian Securities Exchange in October.
The company said an independent experts’ report from Grand Samuel & Associates considered the offer “fair and reasonable” to security holders, in the absence of a superior proposal.
Astro said that, in late 2016, an affiliate of Lone Star Fund V approached the company to acquire the properties but the board did not consider that the offer would deliver acceptable value for security holders.
The statement said that since the approach by Lone Star, the board has received a number of further approaches to acquire Astro’s portfolio.
Astro began life as Babcock & Brown Japan Trust, and had amassed shopping centres, which make up more than half of its portfolio. A third of its portfolio is office and a small number of residential properties.
The company owns 27 assets, mostly in central and greater Tokyo and some in regional cities such as Osaka and Fukouka.
The trust is now managed by Spring Investment, which is controlled by Eric Lucas, who was the global head of real estate at the now defunct Babcock & Brown. Lucas was instrumental in the founding and floating of the vehicle in 2005.
In the wake of the global financial crisis, Lucas deleveraged and repositioned the trust, which was renamed Astro Japan Property in 2009.
Blackstone and Spring Investment will enter into new asset management agreements and the entities associated with Lucas will co-invest alongside Blackstone in the Astro portfolio.
The Blackstone offer came through Jetsons Holdings II, an entity incorporated in Singapore by funds managed by Blackstone Real Estate.
