Israeli real estate company Gazit Globe is offering to buy the remaining 40% stake it does not already own in Atrium European Real Estate for €565m.
Gazit, which together with its affiliates Gaia and Midas own 60.1% stake in Atrium, is offering Atrium shareholders €3.75 in cash for each share it does not already own, a price which represents an 18.3% premium to share’s last closing price of €3.17 and values Atrium at €1.4bn.
Announcing the recommended offer, Atrium said it intends to ask shareholders to vote in favour of the proposed deal at the general meeting.
Atrium’s €2.8bn portfolio of 34 properties are located in Poland, the Czech Republic, Slovakia and Russia.
Tel Aviv Stock Exchange-listed Gazit owns a NIS40bn (€10bn) portfolio of 103 retail and mixed-use properties in North America, Israel, Brazil, northern, central and Eastern Europe.
Gazit said, once completed, Atrium will be a private company and its shares will be de-listed from trading on the Vienna Stock Exchange and the Euronext Amsterdam.
Gazit said it will also sell 12% of Atrium’s shares to Menora Mivtachim for about €150m once the acquisition of Atrium is completed.
Michael Errichetti, a member of the independent committee of the board of directors of Atrium, said the offer will be conducted through a scheme of arrangement which requires, among other things, the approval of 3/4 or more of shareholders.
“In addition, the independent committee of the Board of Directors has received a fairness opinion letter from UBS as to the financial terms of the offer, subject to the terms and conditions set out therein.
“Therefore, the independent committee of the board of directors unanimously recommends Gazit’s offer to shareholders for their consideration,” Errichetti said.
Chaim Katzman, CEO and chairman of Gazit, said: “Atrium holds a high-quality portfolio, largely located in the capital cities of Poland and the Czech Republic—Warsaw and Prague—and has a strong, experienced management team. Gazit acquired a material stake in Atrium 11 years ago and is familiar with the company, its assets and their embedded potential.
“Direct ownership over assets such as those held by Atrium furthers our strategy to directly own and improve irreplaceable properties in densely populated urban areas with future growth potential. We are very happy to have Menora Mivtachim join us as a partner in this investment.”