Gazit-Globe Ltd. announced 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, 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 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. The transaction is expected to close in January 2020. Atrium is not expected to distribute any additional dividends until the completion of the transaction.
Chaim Katzman, Gazit’s founder and CEO, commented: “Atrium possesses a high-quality portfolio, most of which is located in the capital cities of Poland and the Czech Republic—Warsaw and Prague—together with a high-quality, experienced management team. Gazit acquired a material stake in Atrium 11 years ago and is thus very familiar with the company, its assets and their future potential. Direct ownership over assets such as those held by Atrium furthers our strategy to directly own irreplaceable assets in densely populated urban areas with future growth potential and mixed uses.”
Nir Moroz, Chief Investment Officer of Menora-Mivtachim added: “As part of our approach to diversify our portfolio, we partnered with Gazit Globe, a market leader with an extensive experience. Atrium owns a high-quality portfolio of assets which is concentrated in the growing Poland and Czech Republic, while 50% of the assets are concentrated in the major cities Warsaw and Prague. The Investment is part of Menora’s strategy to seek investment opportunities for our clients in order to maximize the return of our portfolio”.