Rodamco Asia and ING Real Estate announce today that ING Real Estate (B) B.V. or one of its group companies intends to make a recommended public offer of EUR 18.00 (cum dividend) in cash per share for all issued and outstanding shares in the capital of Rodamco Asia N.V. Both parties further announce that the expectation is justified that agreement can be reached on the terms and conditions of the intended public offer.
The expected offer price of EUR 18.00 implies a premium of approximately 7.1% over
the last traded price of EUR 16.80 per Rodamco Asia share on 4 March 2004 (Euronext
Amsterdam), and of 19.8% over the average closing price during the last twelve
In relation to Rodamco Asia’s net asset value (“NAV”), the offer price is 1.0% higher
than the last published NAV at 30 November 2003 of EUR 17.82 per share, and 1.3%
higher than the NAV at 30 November 2003 adjusted for currency movements up to 3
March 2004 of EUR 17.77 per share.
The Supervisory Board and the Management Board of Rodamco Asia support the
proposed public offer, which they will recommend for acceptance to the shareholders of
Rodamco Asia. The Supervisory Board and the Executive Board of ING Group have
also approved the intended public offer.
Rationale for transaction
The Boards of Rodamco Asia believe that the intended public offer at the indicated price
offers investors an attractive value for their investment. Moreover, ING Real Estate is
seen as a natural partner for Rodamco Asia, being a global company with strong
international operations and outlook. With ING Real Estate as new shareholder,
Rodamco Asia becomes an integrated part of a global real estate player with a rapidly
growing business in the Asian region.
By acquiring Rodamco Asia, ING Real Estate intends to accelerate the growth of ING Real Estate Investment Management’s platform in the Asian region. The combination of
portfolio assets of both Rodamco Asia and ING Real Estate and the ensuing investment products that will be created are expected to provide an excellent opportunity to position the combined business with both institutional and retail investors in the region and internationally.
Ton de Boer, CEO of Rodamco Asia, said, “Rodamco Asia has been fully-invested for a
period of time now. While we continue to see opportunities for attractive investments in
our markets of focus, we have not been able to seize them fully. The intended public
offer by ING Real Estate will remove much of this constraint, as well as being a feasible
exit platform for our shareholders that have had to bear the effects of the constraints we
Jan Doets, CEO of ING Real Estate, said: “ING Real Estate foresees good opportunities
for the further growth of its activities in Asia. With the acquisition of Rodamco Asia, ING
Real Estate will be able to combine the knowledge and the network of both companies,
enabling us to offer a strong and experienced platform to, and create value for, both our
Asian and global clients”.
- ING Real Estate will make a public offer for all issued and outstanding Rodamco Asia shares if certain conditions have been fulfilled, including a satisfactory
confirmatory due diligence by ING Real Estate and no significant changes in the relevant exchange rates vis-à-vis the Euro during the confirmatory due diligence period having occurred.
- If the intended public offer is made, the honouring of such public offer will be subject to customary conditions, including (i) at least 95% of Rodamco Asia’s issued and outstanding shares having been tendered and (ii) regulatory approvals having been obtained.
- The public offer price of EUR 18.00 in cash per share includes the dividend per
share for the financial year ending on 29 February 2004 (cum dividend). If the public offer is honoured by ING Real Estate after the date that Rodamco Asia’s shares are quoted ex-dividend, the offer price will be adjusted accordingly to reflect an ex-dividend cash price per share.
- After the public offer has been honoured