Friendly cash offer for Uni-Invest N.V.

Consortium led by The Merwede Group and Lehman Brothers Real Estate Partners intends to make a cash offer of EUR 12.75 per share Uni-Invest N.V.

A consortium led by Dutch real estate investment company the Merwede Group and Lehman Brothers Real Estate Partners, an international investment fund and Uni-Invest N.V., a Dutch real estate company listed on Euronext Amsterdam, jointly announce a proposed friendly cash offer for the entire issued and outstanding ordinary share capital of Uni-Invest.

The launch of the Offer is subject to the terms and conditions of an agreement between the Bid Consortium and Uni-Invest. The Bid Consortium has arranged the necessary acquisition financing with leading international banks.

The proposed Offer for each ordinary share in Uni-Invest will be EUR 12.75 in cash. The Offer values the ordinary share capital of Uni-Invest at EUR 884 million.

The offer price represents:
· a premium of 19.8% over the closing price of EUR 10.64 per Uni-Invest share on 28 June 2002, the last trading day prior to the date of this announcement; and
· a premium of approximately 2% to the estimated fully diluted net asset value per share as per 30 June 2002.

The offer price includes the interim dividend 2002 which means that in the event that the Offer is made and completed, tendering shareholders will not receive any dividend in respect of the 2002 financial year.

In addition the Bid Consortium has agreed to acquire the 'protective measures' of Uni-Invest, including all 50 priority shares in Uni-Invest and the so-called 'Golden Parachute', for EUR 55 million.

Mr. Richard Homburg, CEO of Uni-Invest, has irrevocably agreed to tender all the shares in Uni-Invest which he controls, representing approximately 8% of the outstanding ordinary shares of Uni-Invest.

It is anticipated that Mr Richard Stolle, CFO of Uni-Invest, will succeed Mr. Homburg as Chief Executive Officer of Uni-Invest and that the staff of Uni-Invest will continue to be actively involved with the company.

The Supervisory Board and the Management Board of Uni-Invest fully support the intended Offer and will recommend that shareholders accept the Offer when made. They believe the cash Offer provides shareholders with the opportunity to realise now an attractive value for their investment in Uni-Invest, given the current conditions in the Dutch real estate market. The Supervisory Board and Management Board of Uni-Invest have requested a fairness opinion for this transaction from Fortis Investment Bank.

Mr. Homburg is proud of having procured this cash Offer for all shareholders following the sale of the 'protective measures'. The offer price solves the discount on which Uni-Invest shares have been traded during the last three years.

The proposed Offer will be made, subject to certain conditions, including the satisfactory completion of due diligence. When made, the Offer will be completed subject to, inter alia, the condition that such number of Uni-Invest shares will be tendered under the Offer that these, together with the shares held by the Bid Consortium for their own account at closing of the Offer, represent at least 90% of the issued share capital of Uni-Invest at closing. If the Offer is completed it is the intention of the Bid Consortium to take the necessary steps to have the Uni-Invest shares delisted from Euronext Amsterdam.

The offer memorandum, containing the terms and conditions of the proposed Offer is expected to be made available in August 2002. Shortly after the publication of the offer memorandum an Extraordinary Meeting of shareholders of Uni-Invest will take place. It is expected that the tender period will close in the beginning of September 2002.

The proposed Offer permits the Bid Consortium to obtain a substantial and rapid exposure to a well developed real estate market. Lehman Brothers Real Estate Partners looks forward to creating an excellent local real estate platform to grow its business in the Netherlands together with the management of its local partner the Merwede Group.

The Authority Financial Mark

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