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St Helier Jersey / Channel Islands - NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
23 July 2019
RECOMMENDED CASH ACQUISITION
of
Atrium European Real Estate Limited
by
Nb (2019) B.V.
an indirect wholly-owned subsidiary of Gazit-Globe Limited
to be implemented by means of a scheme of arrangement under Article 125 of the
Companies Law
Summary
* The Independent Committee of the Board of Directors of Atrium European Real
Estate Limited ("Atrium") and the board of directors of Nb (2019) B.V.
("Bidco"), which is an indirect wholly-owned subsidiary of Gazit-Globe Limited
("Gazit"), are pleased to announce that they have reached an agreement on the
terms and conditions of a recommended cash acquisition (the "Acquisition") of
the entire issued and to be issued ordinary share capital of Atrium that is
not already owned directly or indirectly by Gazit or its affiliates
(including, in particular, Gazit Gaia Limited ("Gaia") and Gazit Midas Limited
("Midas"). The Independent Committee of the Board of Directors intend to
recommend unanimously that Atrium Shareholders vote (or procure the voting) in
favour of the Scheme at the Court Meeting and in favour of the Resolutions to
be proposed at the General Meeting.
* Under the terms of the Acquisition, each Scheme Shareholder will be entitled
to receive:
for each Scheme Share: EUR 3.75 in cash (the "Offer Price")
* The Offer Price represents a premium of approximately:
o 18.3 per cent. to the Closing Price of EUR3.17 for each Atrium Share on the
Last Practicable Date;
o 18.0 per cent. to the volume-weighted average price of EUR3.18 for each
Atrium Share for the one-month period ended on the Last Practicable Date;
and
o 15.3 per cent. to the volume-weighted average price of EUR3.25 for each
Atrium Share for the three-month period ended on the Last Practicable Date.
* The Acquisition values the entire issued and to be issued ordinary share
capital of Atrium not already owned by Gazit and its affiliates (including, in
particular, Gaia and Midas) at approximately EUR565 million and Atrium's
entire issued and to be issued ordinary share capital at approximately EUR1.4
billion.
* As at the date of the Announcement, Gazit and its affiliates Gaia and Midas
together own approximately 60.1% of Atrium's issued share capital.
* The Offer Price is to be paid in cash. However, prior to the Effective Date,
Atrium expects to pay a special dividend to all holders of Atrium Shares on
the Special Dividend Record Date of up to EUR0.60 per Atrium Share (the
"Special Dividend"). To the extent that the Special Dividend is paid prior to
the Effective Date, the Offer Price payable by Bidco will be reduced by an
amount equal to the amount of such Special Dividend.
* Save for the Special Dividend, Atrium does not intend to announce, declare,
make or pay any dividend or other distribution on or after the date of this
Announcement and prior to the Effective Date. If any such dividend or
distribution is announced, declared, made or paid during such time, Bidco will
reduce the Offer Price by an amount equal to the amount of such dividend or
other distribution for each Atrium Share, except where the Scheme Shares are
or will be acquired pursuant to the Scheme on a basis which entitles Bidco to
receive and retain such dividend or other distribution. If Bidco makes such a
reduction in respect of a dividend or other distribution, Atrium Shareholders
will be entitled to receive and retain such dividend or other distribution.
* It is intended that the Acquisition will be implemented by means of a Court-
sanctioned scheme of arrangement under Article 125 of the Companies Law.
* Bidco and Atrium have entered into the Implementation Agreement in connection
with the Acquisition. The Implementation Agreement regulates certain actions
in relation to the Acquisition, and includes a "Go-Shop" provision. Pursuant
to the Go-Shop, the Independent Committee of the Board of Directors is
entitled for a period of seven weeks following the date of this Announcement
to solicit alternative offers from third parties which are superior to the
Acquisition. If a Superior Proposal is received, in certain circumstances the
Independent Committee of the Board of Directors may rescind its recommendation
and recommend the Superior Proposal. If this takes place, Gazit has confirmed
to Atrium that it will consider any Superior Proposal in good faith. In
certain circumstances, if the Independent Committee of the Board of Directors
withdraws, modifies or qualifies its recommendation of the Acquisition or
following the satisfaction of the Condition relating to shareholder approval
of the Scheme, fails to file documents with the Court or makes statements that
it no longer supports the Acquisition, Atrium will be obliged to pay a break
fee of EUR10 million to Bidco (the "Break Fee"). Further details of the
Implementation Agreement, the Go-Shop and the Break Fee are set out in
paragraph 7.
* The Acquisition will be subject to the Conditions, including the Material
Adverse Change Condition, and further terms set out in Appendix 1 to this
Announcement and to be set out in the Scheme Document. If Bidco invokes the
Material Adverse Change Condition, Bidco will be obliged to pay a break fee of
EUR10 million to Atrium (the "Reverse Break Fee"). Further details of the
Reverse Break Fee are set out in paragraph 7.
* 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.
* In addition, Lazard is acting as financial adviser to the Independent
Committee of the Board of Directors in relation to the Acquisition.
* Accordingly, and assuming that there is no Superior Proposal, the Independent
Committee of the Board of Directors confirm that they intend to recommend
unanimously that Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and the Atrium Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting, as the Independent Committee of the Board of
Directors who are interested in Atrium Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of 83,691 Atrium Shares.
Further details of these undertakings, including the circumstances in which
they cease to be binding are set out in Appendix 2.
* The terms of the Acquisition will be put to the Scheme Shareholders at the
Court Meeting and Atrium Shareholders at the General Meeting (which is
expected to take place immediately following the Court Meeting). The Court
Meeting and the General Meeting are required to enable Atrium Shareholders to
consider, and if thought fit, vote in favour of the resolutions to approve the
Scheme and its implementation. In order to become Effective, the Scheme must
be approved by a majority in number of Scheme Shareholders, present and voting
at the Court Meeting, whether in person or by proxy, representing not less
than 3/4ths of the total voting rights held by those Scheme Shareholders. In
addition, the Resolution required to implement certain matters in connection
with the Scheme must be passed by Atrium Shareholders representing at least
two thirds of the votes cast at the General Meeting.
* Full details of the Acquisition will be set out in the Scheme Document. It is
expected that the Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and General Meeting, together
with the Forms of Proxy, will, following the Go-Shop period, be published
within 12 weeks of this Announcement. An expected timetable of principal
events will be included in the Scheme Document.
* Following the sanction of the Scheme by the Court on the Court Hearing Date,
Atrium will effect a series of steps to optimise the group structure (the
"Group Optimisation Steps"). Further details of the Group Optimisation Steps
are set out in paragraph 7.
* The Acquisition is expected to become Effective on 2 January 2020, subject to
satisfaction (or, where applicable, waiver) of the Conditions and further
terms set out in Appendix 1 to this Announcement.
* Gazit has entered into a binding agreement with Menora Mivtachim Insurance
Ltd. ("Menora") to sell on the Effective Date, or shortly thereafter, Atrium
Shares with a value of up to EUR150 million (which equates to approximately
12% of the Atrium share capital) at the Offer Price (less any dividend or
distribution paid prior to the Effective Date (including the Special
Dividend). The agreement with Menora is conditional on the Acquisition
becoming Effective.
* Michael Errichetti, a member of the Independent Committee of the Board of
Directors of Atrium, said:
"The Independent Committee of the Board of Directors has received an offer
from Gazit to purchase the shares of Atrium it does not currently own. The
offer is subject to a Go Shop provision and will be conducted through a scheme
of arrangement which requires, among other things, the approval of 3/4 or more
of the voting rights of those minority shareholders of Atrium present and
(MORE TO FOLLOW) Dow Jones Newswires
July 23, 2019 01:31 ET (05:31 GMT)
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