Hines European Real Estate Partners III (HEREP III) and Grupo Lar have announced a voluntary cash tender offer to buy all of the outstanding shares of Lar España for €8.10 per share.
The offer values Lar España’s share capital at approximately €678 mln.
The offer price is 16% higher than the last closing share price, 17% higher than the last one-month volume-weighted average price (VWAP), and 25% higher than the last 6-month VWAP.
The real estate investment fund HEREP III holds a 62.5% indirect ownership stake in the offer vehicle, Helios RE, while the remaining 37.5% is directly owned by Grupo Lar, the current manager of Lar España's assets.
The offer is addressed to effectively 89.85% of the ordinary shares of Lar España, excluding the shares owned by Grupo Lar and Miguel Pereda Espeso (shareholder and executive chairman of Grupo Lar), which will contribute their shares to the offeror after settlement.
The consortium will fund the offer with a combination of equity and external debt financing fully underwritten by banks. The parties intend to further optimize the capital structure of Lar España and to increase leverage to around 60% loan-to-value.
The consortium is advised by Morgan Stanley, AZ Capital, Freshfields Bruckhaus Deringer and Garrigues.
Lar España owns a portfolio of 500,000 m2 of shopping centres throughout Spain worth €1.3 bn. The company’s chairman, José Luis del Valle, announced last week that the company has earmarked €300 mln for further acquisitions.
The company is majority owned by the South African fund Vukile with 25.5%; followed by Grupo Lar (10%), Eastgate Property (5.2%), Brandes Investment Partners (5%), BlackRock (3.6%) and the Utah civil servants' pension fund (3%).
