Last 19 April, Foncière des Régions proposed the merger to Beni Stabili based on a ratio of 8.5 Foncière des Régions shares per 1,000 Beni Stabili shares (press release Foncière des Régions).
As part of the approval process for related-party transactions, the committee of independent directors of Beni Stabili issued a unanimous favourable opinion on the proposed merger, based on the fairness opinion provided by Lazard. The Beni Stabili Board of Directors then approved the execution of the merger agreement on 24 May (additional information is available in the press release issued by Beni Stabili on 24 May: press release).
The Boards of Directors of the two companies will meet by the end of July to approve the merger plan. The transaction will then be submitted for approval to the Extraordinary General Meetings of Beni Stabili2 on 5 September and Foncière des Régions on 6 September. The completion of the merger is expected by the end of 20183.
It should also be borne in mind that Foncière des Régions has mandated an investment service provider to acquire Beni Stabili shares giving Foncière des Régions a maximum of 59.90% of Beni Stabili’s share capital (i.e. a maximum of 169,547,878 shares), in accordance with the applicable regulations. Since then, through this mandate, which remains in force today, Foncière des Régions has acquired 4.38% of Beni Stabili’s share capital, bringing its total stake to 56.81% as of 23 May.
The merger will continue the transformation of Beni Stabili initiated two years ago, and confirms Foncière des Régions’ investment strategy in Italy, focused on Milan and the development pipeline. A major step in simplifying the group’s organisation, it also reinforces the links between its various divisions. It will allow Foncière des Régions to consolidate its status as an integrated European real estate operator and leader in its markets, strengthening its three strategic pillars, namely major European cities, property development and customer culture.
Beyond the simplification, the deal marks a new step in Foncière des Régions’ development in Europe. To fully embody its European dimension and bring its teams together under a single banner, Foncière des Régions is to change its name on 29 May, and will roll out its new brand in the various countries where it operates.
Timetable of the planned merger
Beni Stabili’s half-year results ——————————
Foncière des Régions’ half-year results ——————————
Approval of the merger plan ——————————
Extraordinary General Meeting of Beni Stabili ——————————
Extraordinary General Meeting of Foncière des Régions ——————————
Capital Markets Day in Milan ——————————
Completion of the merger ——————————
Source : Company