The consortium led by The Merwede Group and Lehman Brothers Real Estate Partners intends to start the tender period for the entire issued and outstanding ordinary share capital of Uni-Invest N.V. on or before 17 September 2002.
Further to the public announcement that was released on 1 July 2002 jointly by the Bid Consortium and Uni-Invest regarding the intention of the Bid Consortium to make a friendly cash offer of â‚¬ 12.75 per share Uni-Invest (the 'Offer'), the Bid Consortium and Uni-Invest can confirm that the due diligence review is underway in accordance with the terms of the agreement between the Bid Consortium and Uni-Invest. Due to the large number and geographical spread of the Uni-Invest properties, coupled with the holiday season, the due diligence review is expected to be completed by the end of August 2002.
It is therefore expected that the offer memorandum, containing the terms and conditions of the proposed Offer, will be published on or before 17 September 2002, at which time the tender period is intended to start. Shortly after the publication of the offer memorandum, an Extraordinary General Meeting of shareholders of Uni-Invest will take place.
The Supervisory Board and the Management Board of Uni-Invest continue to fully support the intended Offer and will recommend that shareholders accept the Offer when made. They believe the cash Offer provides shareholders with the opportunity to realise now an attractive value for their investment in Uni-Invest, given the current conditions in the Dutch real estate market. The Supervisory Board and the Management Board of Uni-Invest have requested a fairness opinion for the Offer from Fortis Bank Investment Banking.
As announced in the press release of 1 July 2002, the Bid Consortium has agreed to acquire the 'protective measures' of Uni-Invest, including all 50 priority shares in Uni-Invest and the so-called 'Golden Parachute', for â‚¬ 55 million.