CB Richard Ellis today announced it has entered into a definitive agreement to acquire Insignia Financial Group, Inc. (NYSE:IFS) for $11.00 per share of common stock in cash, plus the potential for incremental consideration. Upon completion, the transaction would create a real estate services company with revenues exceeding $1.8 billion, 16,000 employees in 47 countries, and market leadership positions in major business centers, including New York, Los Angeles, Chicago, London, Paris and Hong Kong.
The all-cash transaction is valued at approximately $415 million, including repayment of net debt and redemption of preferred stock, and is subject to Insignia shareholder approval and other conditions. Insignia will endeavor to sell certain real estate assets prior to the closing of the transaction. To the extent that Insignia is able to realize more than $45 million in cash for these assets, the amount received over $45 million will be paid to shareholders, up to an additional $1.00 per share of Insignia common stock. There can be no assurance that Insignia will achieve more than $45 million through the asset sales.
Upon closing, the combined company will operate globally as CB Richard Ellis, and is expected to:
Ã¢â¬Â¢ generate $90 billion of annual sales and leasing transactions (based on 2001 activity)
Ã¢â¬Â¢ rank as the worldÃ¢â¬â¢s largest commercial property manager, with a combined portfolio of nearly 850 million sq. ft. on a worldwide basis
Ã¢â¬Â¢ conduct $32 billion in capital markets transactions, including property sales and mortgage banking
Ã¢â¬Â¢ manage more than $13 billion in assets, primarily for institutional partnerships
Ã¢â¬Â¢ conduct in excess of $290 billion of appraisals
Ã¢â¬Â¢ offer the industryÃ¢â¬â¢s largest proprietary market research infrastructure, including nearly 300 local market research professionals, complemented by the macro-analytical and forecasting capabilities of its Torto-Wheaton Research unit
In addition to Insignia shareholder approval, the transaction, which is expected to close in June, is subject to the receipt of financing and regulatory approvals. The combination will reunite the Richard Ellis name and brand into one organization. In 1998, Insignia acquired the U.K. operations of Richard Ellis and CB Richard Ellis, then known as CB Commercial, acquired the international operations of Richard Ellis.
To finance the transaction, CB Richard Ellis will receive a cash contribution of up to $145 million from Blum Capital Partners. CB Richard Ellis has also received a commitment from Credit Suisse First Boston for the necessary debt financing. CB Richard Ellis was taken private in July 2001 in an $800 million management buyout transaction led by Blum Capital Partners.
Ã¢â¬ÅInsignia is the perfect, hand-in-glove complement for our global platform,Ã¢â¬Â said Ray Wirta, chief executive officer of CB Richard Ellis. Ã¢â¬ÅThe new entity will offer clients the optimal balance of worldwide reach and specialized services.Ã¢â¬Â Ã¢â¬ÅWe always believed that CB Richard Ellis would be an important platform in a consolidating
industry,Ã¢â¬Â said Richard Blum, chairman, Blum Capital Partners, the companyÃ¢â¬â¢s controlling shareholder. Ã¢â¬ÅThis management team continues to deliver strong performance Ã¢â¬" which we know will be further enhanced by the combined enterprise. Blum Capital is pleased to provide the equity capital for the next stage of growth for CB Richard Ellis.Ã¢â¬Â
Stephen B. Siegel, chairman of InsigniaÃ¢â¬â¢s U.S. commercial real estate services operation, Insignia/ESG, said, Ã¢â¬ÅInsigniaÃ¢â¬â¢s clients will be big winners in this marriage. CB Richard EllisÃ¢â¬â¢ broad scope of services and leading position in major markets will provide my Insignia colleagues and me the opportunity to address client needs more comprehensively than ever before.Ã¢â¬Â
Ã¢â¬ÅThis will be a winning transaction for InsigniaÃ¢â¬â¢s shareholders, clients and employees, and will fulfill the strategy we have been developing since the AIMCO transaction in 1998,Ã¢â¬Â said Andrew