Anzeige
Mehr »
Login
Donnerstag, 28.03.2024 Börsentäglich über 12.000 News von 687 internationalen Medien
Spezial am Donnerstag: Rallye II. - Neuer Anstoß, News und was die Börsencommunity jetzt nicht verpassen will…
Anzeige

Indizes

Kurs

%
News
24 h / 7 T
Aufrufe
7 Tage

Aktien

Kurs

%
News
24 h / 7 T
Aufrufe
7 Tage

Xetra-Orderbuch

Fonds

Kurs

%

Devisen

Kurs

%

Rohstoffe

Kurs

%

Themen

Kurs

%

Erweiterte Suche
Dow Jones News
411 Leser
Artikel bewerten:
(1)

EANS-News: Atrium European Real Estate Limited / RECOMMENDED CASH ACQUISITION by Nb (2019) B.V. an indirect wholly-owned subsidiary of Gazit-Globe Limited - ATTACHMENT

=------------------------------------------------------------------------------- 
  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 

(MORE TO FOLLOW) Dow Jones Newswires

July 23, 2019 01:31 ET (05:31 GMT)

Großer Dividenden-Report 2024 von Dr. Dennis Riedl
Der kostenlose Dividenden-Report zeigt ganz genau, wo Sie in diesem Jahr zuschlagen können. Das sind die Favoriten von Börsenprofi Dr. Dennis Riedl
Jetzt hier klicken
© 2019 Dow Jones News
Werbehinweise: Die Billigung des Basisprospekts durch die BaFin ist nicht als ihre Befürwortung der angebotenen Wertpapiere zu verstehen. Wir empfehlen Interessenten und potenziellen Anlegern den Basisprospekt und die Endgültigen Bedingungen zu lesen, bevor sie eine Anlageentscheidung treffen, um sich möglichst umfassend zu informieren, insbesondere über die potenziellen Risiken und Chancen des Wertpapiers. Sie sind im Begriff, ein Produkt zu erwerben, das nicht einfach ist und schwer zu verstehen sein kann.