Gazit Globe is attempting once more to take over Atrium European Real Estate, the CEE-focused commercial property investor in which it holds a majority share.
Atrium’s independent committee - comprising its board of directors - made a joint announcement with Gazit Globe on Monday morning that it had signed a definitive merger agreemnet for a recommended acquisition €3.63 per Atrium share in cash, subject to Atrium shareholder approval.
The bid comes nearly three months since Gazit - which has a 75% holding in Atrium - saw a bid of €3.35 per share rebuffed. The new offer reflects an 8.4% hike on the 2 August offer.
Neil Flanzraich, chairman of Atrium's independent committee, said: 'The offer price represents an attractive opportunity for Atrium’s minority shareholders to monetize their holdings in the company at a significant premium to the unaffected share price.
'Today’s agreement is the result of weeks of intense negotiations with Gazit, during which the independent committee negotiated three increases from Gazit’s initial proposal and is subject to, among other things, approval by the majority of the voting rights exercised by Atrium’s minority shareholders that vote at the EGM.
'The independent committee, having received an opinion from its financial advisor that the financial terms of the offer are fair to Atrium’s minority shareholders, believes that the Acquisition is in the best interests of Atrium’s minority shareholders and unanimously recommends that the minority shareholders of Atrium vote in favour of the acquisition.'
Atrium, initially a shopping centre specialist with a CEE focus, has spent the last two years building a multifamily residential platform, and recently said it would channel funds into residential over the next three to four years.
However, its honed shopping centre portfolio also comprises prime, retail destinations across major cities including Warsaw and Prague.
Said Chaim Katzman, founder and CEO of Gazit: 'Atrium has a high-quality portfolio of properties, predominantly in Poland and the Czech Republic, with the majority of its portfolio value located in the capital cities of Warsaw and Prague and will further advance Gazit’s strategy to become a dominant player in high-density and high-barriers to entry urban markets.
'Atrium’s outstanding team of professionals will undoubtedly contribute to the company’s success going forward. Gazit has been a supportive investor in the company for over a decade and will continue to support the company’s strategy of expanding in the residential for rent sector in major urban markets.
'Gazit’s strong available liquidity and access to capital will allow Atrium to take advantage of new investment opportunities in its core markets. With a portfolio of approximately €2.5 bn of real estate properties owned by Atrium, this transaction will advance Gazit’s strategy to becoming a fully-integrated real estate operating company and increasing Gazit’s privately held real estate portfolio.
'Upon completion of the transaction, approximately 85% of Gazit’s assets, on an expanded-solo basis, will be privately held real estate.'
The independent committee said it had put in place 'an arm's length process to safeguard the interests and the rights of the company’s minority shareholders' and would ensure that the views of the minority shareholders will be given appropriate weight, by requiring a majority approval from their ranks at the EGM.
