Brussels, Belgium, 3 June 2025 - Following the announcement on 1 May 2025 of Aedifica's intent to launch an exchange offer on Cofinimmo, the managements and Boards of Aedifica NV/SA ("Aedifica") and Cofinimmo NV/SA ("Cofinimmo") held discussions regarding a potential combination and are pleased to announce that they have reached agreement on terms to create the leading Healthcare REIT in Europe (the "Transaction").
Under the terms of the agreement, the transaction will be structured as an all-share voluntary offer for 100% of the shares of Cofinimmo (the "Proposed Exchange Offer"), subject to a minimum acceptance condition of 50%+1 of Cofinimmo shares outstanding, at an exchange ratio of 1.185 new Aedifica shares for each Cofinimmo share held (the "Improved Exchange Ratio").
Aedifica had on 30 April 2025 submitted to Cofinimmo a proposal in relation to a conditional exchange offer for all securities with voting rights of Cofinimmo followed by an announcement to the market on 1 May 2025.
• Following discussions between Aedifica's and Cofinimmo's Board of Directors, an agreement has now been reached to combine through an exchange offer to be launched by Aedifica at an exchange ratio of 1.185 new Aedifica shares for each Cofinimmo Share.
• The combination brings together two businesses with highly complementary healthcare real estate portfolios, facilitating seamless integration and enhancing scale.
• The combined entity will become the reference healthcare REIT in Europe with combined GAV of approximately €12.1 billion1 and number 4 healthcare REIT globally.
• Shareholders of both companies will benefit from anticipated approximately €16 million run-rate (pre-tax) operating synergies through operating excellence, streamlined third party fees and centralized managed and governance costs, driving EPS accretion.
• The integration is anticipated to be credit profile enhancing with a potential path to a positive credit rating action, resulting in a lower cost of funding, particularly in the bond market, in the event of a rating upgrade to "BBB+" by S&P; Cofinimmo and Aedifica are currently "BBB".
The Boards of Aedifica and Cofinimmo unanimously support the combination, which they view as a globally fair reflection of the high-quality assets and contributions of both companies, with a governance structure designed to ensure continued operational balance in the combined entity.
Strategic rationale
Over the years, Aedifica and Cofinimmo have each built leading European healthcare REITs, anchored by strong, reliable tenant bases and well-established positions across key European markets.
By combining their strengths, Aedifica and Cofinimmo will create Europe's leading healthcare REIT, with a combined gross asset value of approximately €12.1 billion. This integration will offer potential to significantly expand their combined portfolio.
The collaboration between the two companies will foster a smooth integration process and is expected to generate sizeable operational synergies of approximately €16 million, stemming from operational efficiencies. Complementary geographic footprints, aligned strategic focus on healthcare, and comparable portfolio sizes, earnings profiles, and capital structures will provide a strong foundation for value creation.
In addition, financing synergies are expected to be realized, stemming from the increased scale and enhanced positioning and robust combined capital structure, with a balanced debt maturity profile and a potential path to a positive credit rating action by S&P. This improved credit profile could further enhance access to financing and reduce funding costs over time.
Taking into account the anticipated synergies, combined with strong strategic alignment, EPRA earnings per share are expected to be accretive for all shareholders, generating headroom to increase future dividends while keeping a sustainable pay-out ratio of consolidated EPRA earnings.
The transaction allows for the formation of a Belgium champion in a strategic industry with a unified commitment to sustainability. The combined group will retain primary listing on Euronext Brussels and inclusion in BEL20 index.
Key terms and financial conditions
Under the terms of the agreement, the Proposed Exchange Offer will be structured as an all-share voluntary offer for 100% of the shares of Cofinimmo, at an exchange ratio of 1.185 new Aedifica shares for each Cofinimmo share held.
The Proposed Exchange Offer would in addition to a minimum acceptance threshold of 50%+1 of the shares, be subject only to limited, customary closing conditions including (i) customary MAC provisions and (ii) unconditional merger approval (in a simplified or first phase) in Belgium and the Netherlands2 as well as FDI approval in France (or confirmation that it is not subject to FDI approval).
The Proposed Exchange Offer does not require financing, but the share issuance will have to be approved by the extraordinary general meeting of shareholders of Aedifica, which will be convened for such purposes by Aedifica on or around 11 July 2025. Aedifica's extraordinary general meeting of shareholders which was called for 12 June 2025 will hence be cancelled.
Subject to approval of the share issuance by Aedifica's extraordinary general meeting of shareholders and subsequent approval of the prospectus and memorandum of response by the FSMA, the Proposed Exchange Offer is expected to open for acceptance on or about 1 September 2025.
Governance
The combination will be supported by a balanced governance approach to protect the interests of all shareholders and the employees of both entities.
The board of Aedifica will post closing of the exchange offer be composed of five non-executive independent directors from Aedifica and five independent non-executive directors from Cofinimmo, in addition to the CEO Stefaan Gielens. Upon the full integration of the two entities, Jean Hilgers will succeed as Chairman to Serge Wibaut.
Post closing of the exchange offer and pending the integration of the two companies, Aedifica's nomination & remuneration committee, as well as audit committee, will consist of two members drawn from Aedifica's board and two members drawn from Cofinimmo's board. An Aedifica representative will chair the audit committee, and a Cofinimmo representative will chair the nomination & remuneration committee.
Post closing of the exchange offer and pending the integration of the two companies, two of Cofinimmo's current board members will be replaced by representatives from Aedifica's board.
Statements from the Chairs and Chief Executive Officers of Aedifica and Cofinimmo
Serge Wibaut, Chairman of Aedifica, says: "I am delighted to announce the successful completion of the negotiations between Aedifica and Cofinimmo that will create a European leader in healthcare real estate. This milestone represents a significant achievement for both organizations and reinforces our common commitment to delivering exceptional value to our shareholders, employees and tenants. I would like to extend my deepest gratitude to everyone involved in this transaction: your hard work and expertise have been instrumental in its completion. I am convinced that the combination of the talented teams in both our companies will reinforce our aim to run an entity striving for excellence and delivering outstanding results."
Jean Hilgers, Chairman of Cofinimmo, says: "I am pleased to announce this transformative agreement between Cofinimmo and Aedifica, bringing together the exceptional strengths of our two companies to create Europe's leading Healthcare REIT. Despite a difficult start, we managed in a spirit of collaboration to establish a balanced and mutually beneficial transaction for all stakeholders. We are confident that this combination will unlock significant synergies and drive sustainable long-term value, ensuring that the shareholders and stakeholders of both companies benefit equitably as we embark on this promising new chapter together."
Stefaan Gielens, CEO of Aedifica, says: "This agreement marks an important step toward the goal of creating the leading healthcare real estate REIT in Europe. While our immediate priority remains the execution of the offer and subsequent merger, we will be able to accelerate efforts toward the integration of both companies and their teams. This approach will allow us to identify best practices across our organizations, ensuring that we adopt the most effective strategies and processes to deliver value for all stakeholders as we navigate this transformative phase and drive this landmark transaction."
Jean-Pierre Hanin, CEO of Cofinimmo, says: "This combination marks a defining moment as we come together to combine our complementary expertise, portfolios, and ambitions. Together, we are uniquely positioned to drive sustainable growth, unlock substantial synergies, and deliver long-term value to our shareholders, tenants, and stakeholders. It has been a privilege to play a role in bringing these two businesses together in what will undoubtedly be a landmark transaction for the industry."
Next Steps and indicative timeline
Subject to approval of the share issuance by Aedifica's extraordinary general meeting of shareholders and subsequent approval of the prospectus and memorandum of response by the FSMA, the Proposed Exchange Offer is expected to open for acceptance on or about 1 September 2025.
Transaction advisors
BNP Paribas Fortis NV/SA and J.P. Morgan Securities plc. are acting as financial advisors and Stibbe is serving as legal advisor to Aedifica in connection with the Transaction. Goldman Sachs Bank Europe SE, Succursale de Paris and Lazard are acting as financial advisors and A&O Shearman is serving as legal advisor to Cofinimmo.
About Aedifica
Aedifica is a public regulated real estate company under Belgian law specialising in European healthcare real estate, particularly real estate for elderly care. Aedifica has built up a portfolio of 607 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Ireland and Spain, with a value of more than €6.1 billion.
Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019) under the following codes: AED; AED:BB (Bloomberg); AOO.BR (Reuters).
Since 2020, Aedifica has been part of the BEL 20, the reference index of Euronext Brussels. In addition, since 2023, Aedifica has been included in the BEL ESG, the index that tracks companies that perform best on ESG criteria. Aedifica is also included in the EPRA, Stoxx Europe 600 and GPR indices. Its market capitalisation amounted to approx. €3.3 billion as at 16:02 CEST on 30 April 2025.
About Cofinimmo
Cofinimmo has been acquiring, developing and managing rental properties for more than 40 years. The company has a portfolio spread across Belgium, France, the Netherlands, Germany, Spain, Finland, Ireland, Italy and the United Kingdom with a value of approx. €6 billion. Responding to societal changes, Cofinimmo's mission is to provide high quality care, living, and working spaces to partner-tenants that directly benefit their occupants. 'Caring, Living and Working - Together in Real Estate' is the expression of this mission. Thanks to its expertise, Cofinimmo has assembled a healthcare real estate portfolio of approx. €4.6 billion in Europe.
As an independent company applying the highest standards of corporate governance and sustainability, Cofinimmo offers tenant services and manages its portfolio through a team of approximately 150 employees in Brussels, Paris, Breda, Frankfurt and Madrid.
Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT status in Belgium (RREC), in France (SIIC) and in Spain (SOCIMI). Its activities are supervised by the Financial Services and Markets Authority (FSMA), the Belgian regulator. Its market capitalisation amounted to approx. €2.6 billion as at 16:02 CEST on 30 April 2025.
Under the terms of the agreement, the transaction will be structured as an all-share voluntary offer for 100% of the shares of Cofinimmo (the "Proposed Exchange Offer"), subject to a minimum acceptance condition of 50%+1 of Cofinimmo shares outstanding, at an exchange ratio of 1.185 new Aedifica shares for each Cofinimmo share held (the "Improved Exchange Ratio").
Aedifica had on 30 April 2025 submitted to Cofinimmo a proposal in relation to a conditional exchange offer for all securities with voting rights of Cofinimmo followed by an announcement to the market on 1 May 2025.
• Following discussions between Aedifica's and Cofinimmo's Board of Directors, an agreement has now been reached to combine through an exchange offer to be launched by Aedifica at an exchange ratio of 1.185 new Aedifica shares for each Cofinimmo Share.
• The combination brings together two businesses with highly complementary healthcare real estate portfolios, facilitating seamless integration and enhancing scale.
• The combined entity will become the reference healthcare REIT in Europe with combined GAV of approximately €12.1 billion1 and number 4 healthcare REIT globally.
• Shareholders of both companies will benefit from anticipated approximately €16 million run-rate (pre-tax) operating synergies through operating excellence, streamlined third party fees and centralized managed and governance costs, driving EPS accretion.
• The integration is anticipated to be credit profile enhancing with a potential path to a positive credit rating action, resulting in a lower cost of funding, particularly in the bond market, in the event of a rating upgrade to "BBB+" by S&P; Cofinimmo and Aedifica are currently "BBB".
The Boards of Aedifica and Cofinimmo unanimously support the combination, which they view as a globally fair reflection of the high-quality assets and contributions of both companies, with a governance structure designed to ensure continued operational balance in the combined entity.
Strategic rationale
Over the years, Aedifica and Cofinimmo have each built leading European healthcare REITs, anchored by strong, reliable tenant bases and well-established positions across key European markets.
By combining their strengths, Aedifica and Cofinimmo will create Europe's leading healthcare REIT, with a combined gross asset value of approximately €12.1 billion. This integration will offer potential to significantly expand their combined portfolio.
The collaboration between the two companies will foster a smooth integration process and is expected to generate sizeable operational synergies of approximately €16 million, stemming from operational efficiencies. Complementary geographic footprints, aligned strategic focus on healthcare, and comparable portfolio sizes, earnings profiles, and capital structures will provide a strong foundation for value creation.
In addition, financing synergies are expected to be realized, stemming from the increased scale and enhanced positioning and robust combined capital structure, with a balanced debt maturity profile and a potential path to a positive credit rating action by S&P. This improved credit profile could further enhance access to financing and reduce funding costs over time.
Taking into account the anticipated synergies, combined with strong strategic alignment, EPRA earnings per share are expected to be accretive for all shareholders, generating headroom to increase future dividends while keeping a sustainable pay-out ratio of consolidated EPRA earnings.
The transaction allows for the formation of a Belgium champion in a strategic industry with a unified commitment to sustainability. The combined group will retain primary listing on Euronext Brussels and inclusion in BEL20 index.
Key terms and financial conditions
Under the terms of the agreement, the Proposed Exchange Offer will be structured as an all-share voluntary offer for 100% of the shares of Cofinimmo, at an exchange ratio of 1.185 new Aedifica shares for each Cofinimmo share held.
The Proposed Exchange Offer would in addition to a minimum acceptance threshold of 50%+1 of the shares, be subject only to limited, customary closing conditions including (i) customary MAC provisions and (ii) unconditional merger approval (in a simplified or first phase) in Belgium and the Netherlands2 as well as FDI approval in France (or confirmation that it is not subject to FDI approval).
The Proposed Exchange Offer does not require financing, but the share issuance will have to be approved by the extraordinary general meeting of shareholders of Aedifica, which will be convened for such purposes by Aedifica on or around 11 July 2025. Aedifica's extraordinary general meeting of shareholders which was called for 12 June 2025 will hence be cancelled.
Subject to approval of the share issuance by Aedifica's extraordinary general meeting of shareholders and subsequent approval of the prospectus and memorandum of response by the FSMA, the Proposed Exchange Offer is expected to open for acceptance on or about 1 September 2025.
Governance
The combination will be supported by a balanced governance approach to protect the interests of all shareholders and the employees of both entities.
The board of Aedifica will post closing of the exchange offer be composed of five non-executive independent directors from Aedifica and five independent non-executive directors from Cofinimmo, in addition to the CEO Stefaan Gielens. Upon the full integration of the two entities, Jean Hilgers will succeed as Chairman to Serge Wibaut.
Post closing of the exchange offer and pending the integration of the two companies, Aedifica's nomination & remuneration committee, as well as audit committee, will consist of two members drawn from Aedifica's board and two members drawn from Cofinimmo's board. An Aedifica representative will chair the audit committee, and a Cofinimmo representative will chair the nomination & remuneration committee.
Post closing of the exchange offer and pending the integration of the two companies, two of Cofinimmo's current board members will be replaced by representatives from Aedifica's board.
Statements from the Chairs and Chief Executive Officers of Aedifica and Cofinimmo
Serge Wibaut, Chairman of Aedifica, says: "I am delighted to announce the successful completion of the negotiations between Aedifica and Cofinimmo that will create a European leader in healthcare real estate. This milestone represents a significant achievement for both organizations and reinforces our common commitment to delivering exceptional value to our shareholders, employees and tenants. I would like to extend my deepest gratitude to everyone involved in this transaction: your hard work and expertise have been instrumental in its completion. I am convinced that the combination of the talented teams in both our companies will reinforce our aim to run an entity striving for excellence and delivering outstanding results."
Jean Hilgers, Chairman of Cofinimmo, says: "I am pleased to announce this transformative agreement between Cofinimmo and Aedifica, bringing together the exceptional strengths of our two companies to create Europe's leading Healthcare REIT. Despite a difficult start, we managed in a spirit of collaboration to establish a balanced and mutually beneficial transaction for all stakeholders. We are confident that this combination will unlock significant synergies and drive sustainable long-term value, ensuring that the shareholders and stakeholders of both companies benefit equitably as we embark on this promising new chapter together."
Stefaan Gielens, CEO of Aedifica, says: "This agreement marks an important step toward the goal of creating the leading healthcare real estate REIT in Europe. While our immediate priority remains the execution of the offer and subsequent merger, we will be able to accelerate efforts toward the integration of both companies and their teams. This approach will allow us to identify best practices across our organizations, ensuring that we adopt the most effective strategies and processes to deliver value for all stakeholders as we navigate this transformative phase and drive this landmark transaction."
Jean-Pierre Hanin, CEO of Cofinimmo, says: "This combination marks a defining moment as we come together to combine our complementary expertise, portfolios, and ambitions. Together, we are uniquely positioned to drive sustainable growth, unlock substantial synergies, and deliver long-term value to our shareholders, tenants, and stakeholders. It has been a privilege to play a role in bringing these two businesses together in what will undoubtedly be a landmark transaction for the industry."
Next Steps and indicative timeline
Subject to approval of the share issuance by Aedifica's extraordinary general meeting of shareholders and subsequent approval of the prospectus and memorandum of response by the FSMA, the Proposed Exchange Offer is expected to open for acceptance on or about 1 September 2025.
Transaction advisors
BNP Paribas Fortis NV/SA and J.P. Morgan Securities plc. are acting as financial advisors and Stibbe is serving as legal advisor to Aedifica in connection with the Transaction. Goldman Sachs Bank Europe SE, Succursale de Paris and Lazard are acting as financial advisors and A&O Shearman is serving as legal advisor to Cofinimmo.
About Aedifica
Aedifica is a public regulated real estate company under Belgian law specialising in European healthcare real estate, particularly real estate for elderly care. Aedifica has built up a portfolio of 607 sites in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Ireland and Spain, with a value of more than €6.1 billion.
Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019) under the following codes: AED; AED:BB (Bloomberg); AOO.BR (Reuters).
Since 2020, Aedifica has been part of the BEL 20, the reference index of Euronext Brussels. In addition, since 2023, Aedifica has been included in the BEL ESG, the index that tracks companies that perform best on ESG criteria. Aedifica is also included in the EPRA, Stoxx Europe 600 and GPR indices. Its market capitalisation amounted to approx. €3.3 billion as at 16:02 CEST on 30 April 2025.
About Cofinimmo
Cofinimmo has been acquiring, developing and managing rental properties for more than 40 years. The company has a portfolio spread across Belgium, France, the Netherlands, Germany, Spain, Finland, Ireland, Italy and the United Kingdom with a value of approx. €6 billion. Responding to societal changes, Cofinimmo's mission is to provide high quality care, living, and working spaces to partner-tenants that directly benefit their occupants. 'Caring, Living and Working - Together in Real Estate' is the expression of this mission. Thanks to its expertise, Cofinimmo has assembled a healthcare real estate portfolio of approx. €4.6 billion in Europe.
As an independent company applying the highest standards of corporate governance and sustainability, Cofinimmo offers tenant services and manages its portfolio through a team of approximately 150 employees in Brussels, Paris, Breda, Frankfurt and Madrid.
Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT status in Belgium (RREC), in France (SIIC) and in Spain (SOCIMI). Its activities are supervised by the Financial Services and Markets Authority (FSMA), the Belgian regulator. Its market capitalisation amounted to approx. €2.6 billion as at 16:02 CEST on 30 April 2025.
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