Prospective Transaction will Transform Atrium into Private Subsidiary of Gazit Globe; Atrium Will No Longer Be Publicly Traded
Closing of Transaction Subject to Approval by Super Majority of Atrium’s Minority Shareholders and by Court of Jersey
Gazit Globe Enters into Parallel Agreement to Sell Up To Approximately 12% of Atrium’s Shares at Same Price at Which It Will Acquire Those Shares to Menora-Mivtachim
Gazit-Globe Ltd., a leading global real estate company focused on the ownership, management and development of retail and mixed use properties in major urban markets, announced today that it has entered into a definitive agreement to acquire all of the issued shares it does not currently own of its publicly-traded Jersey Island subsidiary, Atrium European Real Estate Limited (“Atrium”)., at a price of 3.75 Euros per share and which equates to gross consideration of 565 million Euros (approximately NIS 2.2 billion), to be paid solely in cash. The shares subject of the offer comprise approximately 150 million shares or 40% of Atrium’s outstanding share capital. Upon the closing of the acquisition, Atrium will be a private company and its shares will be de-listed from trading on the Vienna Stock Exchange and the Euronext Amsterdam. In parallel, Gazit has entered into an agreement pursuant to which, upon closing, the Company will sell to Menora Mivtachim up to approximately 12% of Atrium’s outstanding shares at an identical price to the price at which the Company is acquiring those shares, for total consideration of approximately 150 million Euros (approximately NIS 600 million) after adjustments to the purchase price.
Before the transaction is complete, Atrium intends to distribute to all of its shareholders (including Gazit) a special dividend of 0.60 Euros per share, after which the offer price for the transaction will be adjusted to 3.15 Euros per share, which equates to gross consideration of approximately 475 million Euros (approximately NIS 1.9 billion). The transaction is expected to close in January 2020. Atrium is not expected to distribute any additional dividends until the completion of the transaction.
The acquisition of Atrium’s shares will be carried out by Gazit via a scheme of arrangement to be approved by the Royal Courts of Jersey, and with the approval of Atrium’s minority shareholders and their shareholders of record, based on the unanimous recommendation of an independent committee of Atrium’s board of directors that is supported by, among other things, a fairness opinions of UBS investment bank and Lazard that have advised the independent committee of Atrium.
Source : Company