Norwegian Property has announced that it will become a shareholder in Oslo Properties. Oslo Properties' intention is to acquire Norgani Hotels ASA.
Norgani Hotels share holders are offered NOK 91 per share in the voluntary offer from Oslo Properties. The offer values the equity in Norgani Hotels to NOK 3.6 billion. The offer represents a premium of NOK 2.50 per share (3 per cent) compared to the offer from Aberdeen Bid Company AS on 10 September 2007. The Offer Price represents a dividend adjusted premium of 33 per cent to the closing price on Oslo Børs the last day prior to 14 August 2007, when Norwegian Property ASA announced its intention make an offer for the Norgani Hotels.
On 14 September 2007 Oslo Properties announced that it had acquired 5,217,900 shares corresponding to 13.2 per cent of the share capital in Norgani Hotels. Oslo Properties has received irrevocable pre-acceptances for a total of ca. 60 per cent of the shares in Norgani Hotels. The offer is conditional upon recieiving acceptance from 80 percent of Norgani Hotels shareholders.
As described in the stock exchange notice from Oslo Properties the offer period will run from 17 September 2007 to 16.30 CET on 24 September 2007 (conditional upon Oslo Børs' approval of the offer document). Settlement under the offer is expected to be on 3 October 2007. The Offer is fully financed by new equity and committed debt facilities from Nordea and SEB, and the Offer does not include a condition regarding financing. Norwegian Property will not issue new equity as part of the offer.
Norwegian Property invests NOK 350 million in Oslo Properties which corresponds to a ownership share of 18 per cent. Binding shareholder agreements have been entered into with the other shareholders in Oslo Properties. The shareholder agreements give Norwegian Property a right and an obligation through put and call options to acquire more than 90 per cent of the shares in Oslo Properties. The shares will be acquired at initial cost plus a funding rate. In relation to Scandic/EQT's 53 per cent stake in Oslo Properties, Norwegian Property has the option to choose between settlement in cash or shares.
In connection with the offer Oslo Properties and Scandic Hotels AB ("Scandic Hotels") has agreed on new and long-term lease contracts between Scandic Hotels and Norgani Hotels. The rent levels have been adjusted upwards to reflect current market levels. The new lease contracts include all hotels leased by Scandic Hotels and are valid from 1.1.2008. The average duration for these lease contracts is extended from 6 to 13 years. The revised lease contracts are subject to completion of the transaction.
Scandic Hotels today represents about 60 per cent of Norgani Hotels rental income. Norwegian Property and the other shareholders in Oslo Properties have thus revealed substantial additional values in Norgani Hotels.
Norwegian Property will have a majority in the board of directors of Oslo Properties. Norwegian Property guarantees for all debt related to Oslo Properties offer for Norgani Hotels.
"An eventual acquisition of Norgani Hotels represents an important industrial opportunity for Norwegian Property. As previously communicated our ambition is to build the Nordic region's leading property company. As part of this strategy we want a certain exposure to the hotel segment. Through the re-negotiated lease contracts with Scandic Hotels we have revealed considerable additional values for Norgani Hotels and thus additional values for our shareholders," said Petter Jansen, CEO of Norwegian Property.
Source: Norwegian Property