- The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction (including without limitation Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland) or the United States in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Norwegian law. For further information, please see section entitled "Important notice" and "Notice for U.S. shareholders" below.
GOTHENBURG, Sweden, Nov. 30, 2020 /PRNewswire/ -- On 26 November 2020 Castellum Aktiebolag (publ) ("Castellum") announced the intention to launch a share exchange and cash offer to Entra ASA's ("Entra") shareholders (the "Offer"). Following the report from Moody's on the positive credit impact and long-term benefits of a combination with Entra, Castellum has updated the calculation of expected synergies from the combination
Castellum's Offer represents in excess of NOK 185 per Entra share and a superior proposition for all stakeholders
- Total synergies of at least SEK 300 million per year including SEK 150 million of cost synergies and SEK 150 million of financial synergies, following Moody's report on 27 November 2020 which stated that the combination of Castellum and Entra is credit positive and offers significant long-term benefits
- Entra shareholders will own approximately 28.2% of the shares in the combined company and will benefit from the value of these synergies. On a fully diluted basis, the synergies represent NOK 14 per Entra share of additional value, resulting in an all-in Offer value in excess ofNOK 185 per Entra share[1]
Castellum's Offer is fully financed and will deliver strong growth in income from property management and net asset value to all shareholders
- Upon completion of the Offer, Castellum's leverage will be in line with its stated financial policy. Castellum does not intend to raise additional equity in the market to finance the transaction
- The proposed combination is accretive to both the shareholders of Entra and Castellum and offers further value creation potential on top of the NOK 185 per Entra share from the joint development and active portfolio management of the combined business and harnessing of the combined operating platform for further growth. Castellum's income from property management per share, including synergies, is expected to increase by mid-to-high single digit percentages as a direct result of the combination, which will benefit both the existing shareholders of Castellum and Entra
- Following completion of the Offer, the combined group will be the leader in the Nordic real estate sector, a global leader in sustainability, and a model for best in class corporate governance
In summary, Castellum's Offer is superior in upfront price, immediate value proposition, future upside participation in the form of shares, strategic fit, corporate governance and capital structure.
Henrik Saxborn, CEO of Castellum, comments
"Castellum appreciates the overwhelming support we have received since announcing our intention to launch the Offer to Entra shareholders, including from the Norwegian government, rating agencies, relationship banks of both Entra and Castellum, and shareholders of both companies. This will be a marriage of two great companies which share long-term Nordic cultural similarities and have a strong track record of delivering value enhancing growth, to create the leading Nordic real estate platform. Our Offer delivers a superior value proposition to all stakeholders, with an all-in value to Entra shareholders in excess of NOK 185 per Entra share.We have a great deal of respect for the Entra business and its employees and recognize the importance of Entra and its state-backed history and tenant base for Norway. Equally important is the presence of Norwegian citizens' and pensioners' funds invested in Entra, which must be handled with professional attention and duty. I firmly believe and commit that Castellum will be the ideal long-term partner for Entra and together we will build a better future of sustainable cities and set an industry-leading example of top-class corporate governance, shareholder returns and financial discipline".
About Castellum:
Under the current Castellum management team led by Henrik Saxborn, Castellum has delivered consistent growth in the past 7 years during which the property portfolio value increased from SEK36bn to SEK98bn GAV whilst the loan-to-value ratio was reduced from 53% to 43% through disciplined M&A and organic growth by maintaining a disciplined and balanced capital structure. The Castellum share price has more than doubled in the last 7 years and the total return for shareholders was in excess of 250%[2].
Castellum is one of the largest listed real estate companies in Sweden in terms of GAV with a SEK98bn GAV real estate portfolio that is owned and managed under the Castellum brand through a decentralised organization with strong local presence in 17 growth regions across Sweden, as well as in Copenhagen and in Helsinki. Castellum seeks long term stability in its operating performance and has designed its corporate strategy and the way it does business to reflect this. Castellum's tenants include a spectrum of Swedish government entities and enterprises across various industries and its rental exposure is well diversified across rental contracts.
Castellum owns a diversified commercial property portfolio with a majority in the office sector (71%, of which 24% have government tenants) and strong positions in the attractive logistics property segment (17%) as well as a co-working offering, providing flexibility in the office product through the subsidiary United Spaces. In addition, Castellum is one of Sweden's most prominent property developers.
Castellum operates with a conservative financial profile, meaning a loan-to-value ratio that shall not exceed 50%. The current loan-to-value ratio (per September 30, 2020) is 43%. Castellum has a financial target of increasing income from property management per share by 10% annually. Castellum has consistently delivered increased income from property management and increased dividends to shareholders over the past 23 years. The total return to shareholders over the past 10 years is approx. 14% per year.
[1]NOK 14 per Entra share from the capitalized value of SEK 300 million per year of synergies, plus NOK 170.86 of upfront consideration, in the form of shares and cash, based on the Castellum closing share price on 26 November 2020 of SEK 213.40 per share, and on the basis of an Entra shareholder accepting Castellum's Offer of 13 newly issued shares in Castellum for every 20 shares in Entra plus NOK 25.68 in cash per share in Entra.
[2] Calculated from 31 December 2012 to 23 November 2020
For further information please contact:
Henrik Saxborn, CEO Castellum AB, +46.706.947450
Ulrika Danielsson, CFO Castellum AB, +46.706.471261
Important notice
The Offer is not capable of being accepted by persons who are located or resident in the United States unless they are qualified institutional buyers ("QIBs") (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended), and any purported acceptance of the Offer by persons located or resident in the United States other than QIBs or which, at the sole discretion of Castellum, appear to be made in respect of Entra shares beneficially held by persons located or resident in the United States other than QIBs will not be accepted. By accepting the Offer, Entra shareholders, unless participating pursuant to the exception for QIBs referred to above, will be deemed to represent and warrant, on behalf of themselves and any person on whose behalf they beneficially hold Entra shares, that they are not located or resident in the United States. (See "Notice for U.S. shareholders" below.)
The Offer is not being made, and this press release and any other documentation related to the Offer (including copies thereof) must not be mailed or otherwise distributed, forwarded or sent in or into, nor will any tender of share be accepted from or on behalf of holders in, any jurisdiction (including without limitation Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland) or the United States in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any law or regulation in any such jurisdiction. Persons who receive this press release (including without limitation banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws and regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, Castellum disclaims any responsibility or liability for any violations of any such restrictions and Castellum reserves the right to disregard any purported acceptance of the Offer resulting directly or indirectly from a violation of any of these restrictions.
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and the other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipate", "believe", "expect", "intend", "plan", "seek", "will", "would" or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside Castellum's control. Any forward-looking statements in this press release speak only as of the date on which they are made and Castellum has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise.
Notice for U.S. shareholders
The Offer is not capable of being accepted by persons who are located or resident in the United States unless they are QIBs, and any purported acceptance of the Offer by persons located or resident in the United States other than QIBs or which, at the sole discretion of Castellum, appear to be made in respect of Entra shares beneficially held by persons located or resident in the United States other than QIBs will not be accepted.
The Offer is made for the issued and outstanding shares in Entra, which is domiciled in Norway, and is subject to Norwegian disclosure and procedural requirements. The Offer is made in the United States to QIBs pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act as of 1934 ("Exchange Act"), subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a "Tier II" tender offer, and otherwise in accordance with the disclosure and procedural requirements of Norwegian law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this press release has been prepared in accordance with applicable accounting standards in Norway and Sweden, which may not be comparable to the financial statements or financial information of U.S. companies. The Offer is made to Entra's shareholders resident in the United States that are QIBs on the same terms and conditions as those made to all other shareholders of Entra to whom an offer is made. Any information documents, including the Offer Document, are being disseminated to U.S. shareholders that are QIBs on a basis comparable to the method that such documents are provided to Entra's other shareholders.
To the extent permissible under applicable law or regulations, Castellum and its affiliates or its brokers and its brokers' affiliates (acting as agents for Castellum or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, the shares in Entra or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Entra of such information. In addition, the financial advisers to Castellum may also engage in ordinary course trading activities in securities of Entra, which may include purchases or arrangements to purchase such securities. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in the Offer Document. Any representation to the contrary is a criminal offence in the United States.
It may be difficult for Entra's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Castellum and Entra are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Entra's shareholders may not be able to sue Castellum or Entra or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Castellum and Entra and their respective affiliates to subject themselves to a U.S. court's judgment.
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