DJ 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
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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)
voting at the Court Meeting, whether in person or by proxy. The Independent
Committee of the Board of Directors retained financial and legal advisors to
evaluate the offer and negotiate the best possible terms and conditions for
minority shareholders. In addition, 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.
Therefore, the Independent Committee of the Board of Directors unanimously
recommends Gazit's offer to shareholders for their consideration."
* Commenting on the Announcement Chaim Katzman, CEO and Chairman of Bidco and of
Gazit, said:
"Atrium holds a high quality portfolio, largely located in the capital cities
of Poland and the Czech Republic-Warsaw and Prague-and has a strong,
experienced management team. Gazit acquired a material stake in Atrium 11
years ago and is familiar with the company, its assets and their embedded
potential. Direct ownership over assets such as those held by Atrium furthers
our strategy to directly own and improve irreplaceable properties in densely
populated urban areas with future growth potential. We are very happy to have
Menora Mivtachim join us as a partner in this investment."
This summary should be read in conjunction with, and is subject to, the full
text of the following Announcement (including its Appendices). The Acquisition
will be subject to the Conditions and certain further terms set out in Appendix
1 and to the full terms and conditions to be set out in the Scheme Document.
Appendix 2 contains details of the irrevocable undertakings received by Bidco.
Appendix 3 contains the definitions of certain terms used in this summary and
the following Announcement.
Enquiries
Gazit
* Lisa Haimovitz +972 3 6948000
Bidco
* Zvi Gordon +972 3 6948000
Citigroup Global Markets Limited (Financial Adviser to Gazit)
* Federico Monguzzi +39 02 8906 4519
UBS (Financial Adviser to Atrium)
* Sebastiaan van Loon +44 7795590101
Lazard (Financial Adviser to Atrium)
* Christian Straube +49 (0) 69 1700730
Kirkland & Ellis International LLP and Ogier are retained as legal advisers to
Gazit and Bidco. Allen & Overy LLP and Appleby are retained as legal advisers to
Atrium.
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Atrium in any jurisdiction in
contravention of applicable law. The Acquisition will be implemented solely by
means of the Scheme Document, which will contain the full terms and conditions
of the Acquisition including details of how to vote in respect of the Scheme.
Any vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information contained in the
Scheme Document.
Important notices relating to financial advisers
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority in the
United Kingdom. UBS is acting as financial adviser to Atrium and no-one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than Atrium for providing the protections afforded
to clients of UBS nor for providing advice in connection with the matters
referred to herein. Neither UBS nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of UBS in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise.
Lazard & Co., Limited (which is authorised and regulated by the FCA) and Lazard
& Co, GmbH (together, "Lazard") are acting as financial adviser to Atrium in
relation to the Acquisition and no-one else in connection therewith and will not
be responsible to anyone other than Atrium for providing the protections
afforded to clients of Lazard or for providing advice in connection with the
Acquisition and other matters referred to herein. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise.
Citigroup Global Markets Limited ("Citi), authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting as financial adviser to Gazit and no
one else in connection with the matters described in this Announcement and will
not be responsible to anyone other than Bidco for providing the protections
afforded to clients of Citigroup Global Markets Limited nor for providing advice
in connection with the matters referred to herein. Neither Citigroup Global
Markets Limited nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Citigroup
Global Markets Limited in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise.
Overseas jurisdictions
The ability to participate in the Acquisition for Atrium Shareholders who are
not resident in and citizens of the Netherlands, Austria or Jersey may be
affected by the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the Netherlands,
Austria or Jersey should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdictions. Further details in relation
to overseas shareholders will be contained in the Scheme Document.
The release, publication or distribution of this Announcement in or into
jurisdictions other than the Netherlands, Austria or Jersey may be restricted by
law and therefore any persons who are subject to the law of any jurisdiction
other than the Netherlands, Austria or Jersey should inform themselves of, and
observe, any applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person. This Announcement has been
prepared for the purposes of complying with Jersey law, Dutch law and Austrian
law and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside of the Netherlands, Austria and Jersey. Jersey law
will apply in respect of the Acquisition.
Copies of this Announcement and the formal documentation relating to the Scheme
and the Acquisition will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving those documents must not mail or otherwise forward, distribute
or send them in or into or from any Restricted Jurisdiction.
This announcement does not constitute an offer of securities in the state of
Israel.
US Holders
US Holders should note that the Acquisition relates to the securities of a
Jersey company listed on the Amsterdam Stock Exchange and the Vienna Stock
Exchange and is subject to Dutch, Austrian and Jersey disclosure requirements
and practices (which are different from those of the US) and is proposed to be
implemented under a scheme of arrangement under Jersey company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules under the US Exchange Act, and the proxy solicitation rules
under the US Exchange Act will not apply to the Acquisition. The Scheme will be
subject to Dutch, Austrian and Jersey disclosure requirements and practices,
which are different from the disclosure requirements of the US tender offer and
proxy solicitation rules. The financial information included in this
Announcement and the Scheme Document has been or will have been prepared in
accordance with IFRS, and thus may not be comparable to financial information of
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US.
The receipt of cash pursuant to the Acquisition by a US Holder as consideration
for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Atrium Shareholder is urged
to consult his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and claims arising
out of the US federal securities laws, since Bidco and Atrium are located in
countries other than the US, and some or all of their officers and directors may
be residents of countries other than the US. US Holders may not be able to sue a
(MORE TO FOLLOW) Dow Jones Newswires
July 23, 2019 01:31 ET (05:31 GMT)
