FPF negotiates 'solution' with PHRV on takeover bid

Foncière Paris France (FPF) is negotiating a solution with PHRV regarding its hostile takeover bid and has asked shareholders not to tender their shares, the company said ahead of a shareholders meeting held in Paris on Thursday.

'The board is determined to persuade PHRV to offer a price more closely aligned with the company's intrinsic value and hopes that PHRV will enter into a constructive dialogue with all of the parties as soon as possible,' it said in a statement.

The French listed office landlord said independent experts Détroyat & Associés have confirmed that PHRV's improved offer still undervalues FPF, reflecting a discount to the share price of 19.6%. The board is therefore recommending shareholders not to tender their shares. Meanwhile, a proposal by FPF's management to issue warrants for new FPF shares in an effort to protect shareholders' financial interests was turned down. The company will however launch a EUR 117 per share buyback programme in response to PHRV's bid.

PHRV, which is owned by Allianz (31.4 %), Covéa (31.4 %) and FPF shareholder Cofitem-Cofimur (31.1 %), launched an improved offer for FPF at end-November. It raised its takeover bid by 10% to EUR 110 for all the shares, from EUR 100 previously, while also lifting its bid for FPF's equity warrants and convertible bonds.

Despite FPF's efforts to counter the hostile bid, PHRV has gained a lot of ground in the past weeks. It has raised its stake in FPF by 5% to 29.54%, which is just below the trigger point for a compulsory takeover bid (30%). The investor has also waived the 50.01% minimum tender condition to facilitate the creeping acquisition of control.