VastNed Offices/Industrial N.V. ('VastNed O/I') and Nieuwe Steen Investments N.V. ('NSI') jointly announce that they have reached agreement on a merger of NSI and VastNed O/I. The Transaction will create a new leading Dutch mixed real estate investment fund, listed on NYSE Euronext Amsterdam. The exchange ratio is set at 0.897 NSI shares for each VastNed O/I share. In addition, each VastNed O/I shareholder will receive one Value Retention Warrant ('VRW') for each VastNed O/I ordinary share it holds at closing of the Transaction.
The Transaction is unanimously supported and recommended by the respective Boards of Management and Supervisory Boards of both NSI and VastNed O/I. A proposal to approve the Transaction will be submitted to the respective general meetings of shareholders of NSI and VastNed O/I. The combination is driven by the compelling rationale of combining both companies' unique skills and assets and the significant benefits of an increased scale. As a consequence, the combination is better equipped to be successful in the Dutch offices market and at the same time take advantage of the more positive momentum in the Dutch retail market.
Johan Buijs, CEO of NSI: "We are very excited with the merger with VastNed O/I. This combination of forces creates a new Dutch leading mixed real estate company offering shareholders exposure to both offices and retail markets. We are confident about the strategic rationale and the significant scale advantages offered by the combination with VastNed O/I.
"The merger fits well with our strategy and ambitions to play a leading role in the consolidating real estate investment industry. Size is becoming more and more a decisive factor in order to create attractive shareholder returns in the long term and compete for larger high-yield retail and office properties without affecting the risk profile of the company. We look forward to working together with the VastNed O/I staff and management team and further building our business."
Reinier van Gerrevink, CEO of VastNed O/I: ''We are pleased to team up with NSI in creating a large Dutch real estate player with good opportunities for our mutual shareholders. Both parties have been in a constructive and open dialogue during the thorough discussions and we are confident our shareholders will benefit from this proposed merger, also given the solution we have found to retain part of the potential surplus value of our stake in Intervest Offices for the current VastNed O/I shareholders upon realization. NSI and VastNed O/I will benefit from significant scale benefits and have a stronger commercial position in the market. We are looking forward to work closely together with the NSI team to make the combination a success.''
Strategic rationale
The combination of NSI and VastNed O/I offers a unique opportunity to accelerate the strategies of both real estate funds, creating a platform for further growth and providing economies of scale. In summary, the combination will:
- Create a leading listed Dutch mixed real estate company with a well-balanced portfolio of 2.4 billion of mainly high yielding office- and retail properties, generating a potential rental income of over 200 million spread over more than 300 properties
- Focus on rebalancing towards a mixed portfolio of 50% in retail properties and 50% in offices in the medium term
- Have an attractive and well established asset portfolio in three geographic markets with a clear focus on asset classes: retail in Switzerland, offices in Belgium and in the Netherlands both retail and offices. The Dutch offices are for an important part concentrated in the attractive Randstad area
- Have a more attractive tenant proposition driven by increased concentration of properties in local office markets (e.g. Randstad area) constituting an improved leasing platform which is better positioned to increase occupancy
- Create a strong and well-diversified tenant base with limited sector concentrations and strong focus on attractive loyal small and medium enterprise
