=------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement. =------------------------------------------------------------------------------- No Keyword 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
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July 23, 2019 01:31 ET (05:31 GMT)