This transaction is in continuance to Gazit’s announcement from July 23, where it announced that it has entered into a definitive agreement to acquire all of the issued shares it does not currently own of its subsidiary Atrium European Real Estate Limited representing approximately 150 million shares or 40% of Atrium’s outstanding share capital at a price of 3.75 Euros per share and which equates to gross consideration of 565 million Euros. In parallel, Gazit has entered in July 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 the same price at which the Company is acquiring those shares, for a total consideration of approximately 150 million Euros.
As reported in July, before the transaction is completed, 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. The transaction is expected to close in January 2020 and is Subject to Approval by Super majority of Atrium’s minority shareholders and by Court of Jersey.
Chaim Katzman, Gazit’s founder and CEO, commented: “We’re happy to announce today the joining of Phoenix to the strategic transaction of taking Atrium private. Phoenix is joining Menora Mivtachim and both are expected to hold together approximately 18% of Atrium’s outstanding shares. We’re happy to see two leading Israeli institutional investors join as partners in one of our most significant investments.”