The Board of Directors of SFL Ã¢â¬" SociÃÂ©tÃÂ© FonciÃÂ¨re Lyonnaise Ã¢â¬" which met on 28 September 2003, has decided to submit to the shareholders of Sophia an alternative public tender offer (without limitation of one or the other part) of five new SFL shares for four Sophia shares, or a cash price of
Ã¢âÂ¬ 38.50 per Sophia share and of Ã¢âÂ¬ 58.91 per Sophia convertible bond.
- A joint business plan with significant upside potential: the first restructuring under the new tax-transparent regime (SIIC)
- Complementarity and optimisation of know-how
- An attractive financial profile
This friendly offer will pave the way towards a joint business plan for the combined
companies, which will have lasting benefits for both SFL and Sophia shareholders.
It will lead to the creation of a leading player in the office and retail property market
primarily in the Central Business District of Paris and the Paris area.
In order to effectively plan and execute the combined entityÃ¢â¬â¢s strategy, the senior
management of Sophia will continue to play a front-line role and will be members
of the new companyÃ¢â¬â¢s Executive Committee. Similarly, the SFL and Sophia teams, which consisted of 260 staff as of June 2003, will be integrated in a manner intended to promote the adoption of best practices and encourage skill-sharing.
This newly combined company will benefit from an expanded shareholder base,
offering its shareholders increased liquidity. The arrival or reinforcement (for a total
of Ã¢âÂ¬170 million), through this operation, of two major shareholders (Groupe CrÃÂ©dit
Agricole and Forum European Realty Income GP ltd.) confirms both the
attractiveness of this transaction and the renewed investor appetite for listed real
In filing SFL´s offer, Yves Mansion, the company´s Chairman, said: 'This announcement marks another step forward in our Company´s development. By joining forces with Sophia we will double the size of our portfolio and become one of the most active players in the Paris property market. At this stage in our development, and at a time when the new SIIC tax regime is being implemented, the alliance with Sophia represents an excellent strategic fit for our two businesses. I firmly believe that the market will recognise the quality of our strategic plan and the upside potential of this new yield stock.'
SFL has been advised in this transaction by JPMorgan and CrÃÂ©dit Agricole