Amstelland finalizes takeover of MDC

Property development company Amstelland NV and fellow-developer Multi Development Corporation NV today signed an agreement on the merger of the two companies. At the same time, Amstelland has purchased all shares in MDC and the name Amstelland NV has been changed into Amstelland MDC NV.

This has resulted in the formation of a developer of urban centres, shopping malls, houses, offices and office parks that is active on a European scale. The company is market leader in the Netherlands and holds a leading position in the property development sector in Europe. MDC will be co-consolidated for the full second half-year of 2002.

Positive contribution to earnings per share
The takeover of MDC immediately makes a positive contribution to the earnings per share of Amstelland MDC. For 2002, Amstelland projected earnings per share of approximately 15 percent on an autonomous basis. With the takeover of MDC, this is expected to increase by approximately 30 percent to EUR 0.83 prior to goodwill depreciation and by approximately 17 percent to EUR 0.74 after goodwill depreciation. In 2003, earnings per share for Amstelland MDC are expected to rise by some 25 percent prior to goodwill depreciation and by some 20 percent after goodwill depreciation.
In 2001, Amstelland MDC had a pro forma combined operating income of over EUR 1.1 billion and a pro forma combined operational result of EUR 78.6 million.

Financing the takeover
The purchase price of EUR 310 million was paid today, partly from the company’s own resources (EUR 77.5 million), partly by issuing 31,738,094 shares. Of these, 20,666,666 shares were placed with selling shareholders of MDC at EUR 7.50 per share. The remaining 11,071,428 shares were also placed with the selling shareholders, at EUR 7.00. As stated at the time the intended acquisition was announced on 24 June last and in an advertisement on 12 August last, Amstelland offered these 11 million shares in a private placement, with the selling shareholders undertaking towards Amstelland to buy these shares at a price of EUR 7.00 per share. A lock-up was agreed for all 31,738,094 shares. In addition, 5.75 million warrants with a 5-year term and an exercise price of EUR 8.00 were issued to the selling shareholders.
All shares and warrants issued as part of the transaction are expected to be listed in Euronext tomorrow, Tuesday 20 August.

Organisation and administration
Under the umbrella of the Amstelland MDC NV holding, Amstelland Ontwikkeling – the central subsidiary within Amstelland – and MDC will continue to operate as independent companies under their own name. Amstelland MDC’s Board of Management consists of K. de Ruiter (chairman) and J.F.J. van Veggel (vice-chairman), who are responsible for the entire commercial property portfolio in the Netherlands and abroad. To date, De Ruiter has been chairman of the Board of Amstelland; Van Veggel is co-chairman of MDC. As of today, MDC co-chairman A.D.J.G. van Dam has been appointed member of the Supervisory Board of Amstelland MDC for a 4-year period. In addition to Mr Van Dam, this Board consists of C. Boonstra (chairman), A. Baar and L.J.M. Pijnenburg.

The Netherlands Competition Authority (abbreviated to NMa in Dutch) made no objection to the transaction. Management and employees of the companies involved, Euronext Amsterdam, the Works Council, the collective industrial organisations involved and the secretary of the Socio-Economic Council were informed of the matter. The Works Council issued a positive recommendation.

(source: Amstelland)

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