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Company Information
St Helier Jersey / Channel Islands - Atrium European Real Estate Limited
Update to Recommended Cash Acquisition by Scheme of Arrangement and Go Shop
process
Jersey, 29 August 2019 - On 23 July 2019, Atrium European Real Estate Limited
(VSE/Euronext: ATRS) ("Atrium" or the "Company"), a leading owner, operator and
developer of shopping centres and retail real estate in Central Europe,
announced that the Independent Committee of the Board of Directors of Atrium had
reached an agreement with Nb (2019) B.V. ("Bidco"), which is an indirect wholly-
owned subsidiary of Gazit-Globe Ltd ("Gazit"), on the terms and conditions of a
recommended all 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")). As at the date of such
announcement, Gazit and certain of its affiliates together owned approximately
60.1 per cent of Atrium's issued share capital.
The Advisers to the Independent Committee of the Board of Directors of Atrium,
with the full support of Gazit, have been conducting an active and thorough "Go-
Shop" process since 23 July 2019. The "Go-Shop" process enables (without
restriction) Atrium to proactively solicit third party bona fide proposals that
are superior to the existing offer to Atrium's shareholders of EUR3.75 per share
in cash. Any interested parties can come forward by contacting Sebastiaan van
Loon at UBS (+44 7795590101).
The Advisers to the Independent Committee of the Board of Directors of Atrium
can confirm that, as of today, potential buyers remain actively engaged in the
"Go-Shop" process. The Independent Committee of the Board of Directors of Atrium
remains open to receiving alternative offers and encourages interested parties
to come forward with fully funded superior proposals prior to the end of the
"Go-Shop" period on 10 September 2019.
The Advisers to the Independent Committee of the Board of Directors of Atrium
will provide a further update on the status of the "Go-Shop" process post 10
September 2019.
The Advisers to the Independent Committee of the Board of Directors of Atrium
continue to invite minority shareholders wishing to ask additional questions not
covered in the regularly updated FAQ, which is available to view at
www.aere.com, or to provide further feedback to do so by using the contact
details below.
FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey: scatrium@fticonsulting.com
About Atrium
Atrium is a leading owner, operator and developer of shopping centres and retail
real estate in Central Europe. Atrium specializes in locally dominant food,
fashion and entertainment shopping centres in the best urban locations. Atrium
owns 32 properties with a total gross leasable area of over 870,000 sqm and with
a total market value of approximately EUR2.7 billion. These properties are
located in Poland, the Czech Republic, Slovakia and Russia, and with the
exception of one, are all managed by Atrium's internal team of retail real
estate professionals.
The Company is established as a closed-end investment company incorporated and
domiciled in Jersey and regulated by the Jersey Financial Services Commission as
a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange
and the Euronext Amsterdam Stock Exchange. Appropriate professional advice
should be sought in the case of any uncertainty as to the scope of the
regulatory requirements that apply by reason of the above regulation and
listings. All investments are subject to risk. Past performance is no guarantee
of future returns. The value of investments may fluctuate. Results achieved in
the past are no guarantee of future results.
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.
Further inquiry note:
For further information:
FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Richard.sunderland@fticonsulting.com
end of announcement euro adhoc
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(END) Dow Jones Newswires
August 29, 2019 02:09 ET (06:09 GMT)
