Nieuwe Steen Investments (NSI) announced yesterday (February 14, 2011) that following two months of diligent attempts and intensive negotiations throughout the weekend with VastNed Offices/Industrial (VNOI), the Supervisory Board and the Management Board of VNOI have not accepted an improved offer made by NSI.
VNOI indicated that NSI's final offer of 0.88 NSI shares for each VNOI share and cash consideration reflecting approximately twice the annual overhead costs allocated to VNOI, including one-off considerations payable to VNOI management, was considered insufficient for a merger agreement.
According to VNOI, the exchange ratio offered by NSI, with which significant dilution would occur, insufficiently reflects the underlying values of VNOI and is therefore not acceptable to VNOI, and is not in the interest of its shareholders.
NSI still strongly believes that the rationale of the merger with VNOI would create a powerful combination. The advantages of scale, efficiency increases, larger spread and improved financial flexibility would create a combination that could profitably manage a Dutch mixed real estate portfolio in the years to come and generate attractive returns for its shareholders.
In line with its fiduciary responsibilities the management of VNOI continues to act in the interest of its shareholders and other stakeholders. In this respect VNOI is investigating strategic alternatives, besides the talks with NSI for which VNOI remains available. The investigation into strategic options, which was announced by VNOI in December 2010,is currently in operation. As soon as appropriate VNOI will give an update on its progress.
Source: VastNed Offices/Industrial and Nieuwe Steen Investments