Gazit - Globe, one of the world's leading multi - national real estate companies focused on acquisition, development and redevelopment of supermarket - anchored shopping centers in major urban markets, announced that it has entered into an agreement to acquire 52,069, 622 ordinary shares of Atrium European Real Estate Limited (“ATR”) representing 13.8 7 % of ATR’s issued share capital and voting rights.
The shares are being acquired from a consortium managed by CPI CEE Management, at a price of €4.40 per share, for a total consideration of approx. €229 million in an off - market transaction.
Following the completion of the acquisition, Gazit - Globe will hold (through wholly - owned subsidiaries) 206,681,551 ATR ordinary shares comprising approximately 55 % of its issued and outstanding share capital and voting rights (approximately 54% on a fully diluted basis). As a result of the acquisition and commencing with its financial statements for the first quarter of 2015, the Company will consolidate ATR’s financial statements into its own financial statements.
The Company expects to recognize an increase in the equity attributable to the equity holders of the Company in an amount of approximately NIS300 million (€66.3 mln). In addition, the Company expects to recognize a net non - cash loss in its financial statements for the first quarter of 2015 driven by a historical reclassification of capital reserves mainly due to a difference in currency translation estimated at approximately NIS100 million (€22.5 mln). The above mentioned data has been calculated based on the financial statements of both of the Company and ATR as of September 30, 2014 and the exchange rate of the Euro as of the same date.
It should be noted that the expected NIS300 million(€66.3 mln) increase in equity attributable to the equity holders is on a net basis after taking into account the recognition of the above mentioned non - cash loss. It should be further noted that the acquisition was undertaken pursuant to the Company ’ s right of first offer that is prescribed in the shareholders’ cooperation agreement between the Company and CPI from 2009 . As part of the acquisition, the aforementioned shareholders’ cooperation agreement will be terminated and all rights granted to the "investor parties" under the separate relationship agreement between the Company, CPI, and ATR will be exercisable by Gazit - Globe solely.
Roni Soffer, President of Gazit - Globe: "Gazit - Globe’s acquisition of the remaining Atrium shares held by CPI at an attractive price relative to NAV per share is the realization of a rare opportunity to become the sole controlling shareholder of Atrium. This acquisition is in line with our global strategy to be the controlling shareholder of real estate companies with great management teams, strong balance sheets, and investment grade credit ratings that specialize in supermarket - anchored shopping centers operating in urban growth markets with high investment grade credit ratings.”
Soffer added: “I want to thank CPI’s management for their long - standing, successful partnership in improving Atrium, which , due to the leadership of its excellent management team, has become the leading player in Central Europe . We look forward to continue to accompany Atrium along its current successful course. "
Source: Gazit - Globe