Joint Bidders declare public offer for Uni-Invest unconditional

With reference to the advertisement dated 17 September 2002, and the offer document dated 17 September 2002, Rembrandt I S.àr.l., Rembrandt II S.àr.l., Rembrandt III S.àr.l., Rembrandt IV S.àr.l., Rembrandt V S.àr.l., Merwede Participaties B.V. and Mr. D. Beesemer (the “Joint Bidders”) declare the public cash offer for all issued and outstanding ordinary shares (each having a nominal value of NLG 16.00 (EUR 7.26) in the capital of Uni-Invest N.V. unconditional.

As at the closing of the acceptance period on 10 October 2002 67,514,638 ordinary shares Uni-Invest had been tendered under the Offer. After acquiring the tendered shares, the Joint Bidders will hold approximately 97.4 per cent of the issued and outstanding Uni-Invest shares.

In accordance with the terms as set out in the Offering Memorandum the cash payment of EUR 12.03 for each Uni-Invest share tendered and delivered under the Offer will be made on Monday 21 October 2002. Furthermore, on Monday 21 October 2002 an amount of EUR 0.72 per Uni-Invest share will be paid in cash as an interim dividend for the 2002 financial year, as also set out in the Offering Memorandum.

Although the acceptance period is closed, shareholders that haven’t tendered their Uni-Invest shares will have the opportunity to tender under the same terms as those governing the Offer and as stated in the Offering Memorandum, their shares until Tuesday 5 November 2002, 15:00 hours CET through their bank or stockbroker at Rabo Securities. Therefore these Uni-Invest shareholders will receive a cash payment of EUR 12.03 for each Uni-Invest share tendered and delivered under the Offer. The interim dividend of EUR 0.72 for these tendered and delivered shares Uni-Invest will have been received on Monday 21 October 2002.

On 7 November 2002 at the latest the Joint Bidders will announce the number of tendered Uni-Invest N.V. shares (including the percentage) at the end of the extended tendering period.



Uni-Invest is a public real estate company investing in Dutch real estate and listed on Euronext Amsterdam since 1924. The company, and its affiliates, own a real estate portfolio valued at approximately EUR 1.8 billion with equity of approximately EUR 900 million.

The Merwede Group

The Merwede Group (“Merwede”) is a Dutch private real estate company, with a leading position in the Dutch market.

Merwede, together with its joint ventures, has a balance sheet total of approximately EUR 750 million and total equity in excess of EUR 300 million. Its real estate portfolio is composed predominantly of A-1 properties. The portfolio comprises mainly retail, offices and residential properties in the Randstad area in the Netherlands.

One of the most renowned investments of Merwede is the Euromast, a famous land mark high rise tower in Rotterdam. In conjunction with Ballast Nedam (a Euronext Amsterdam listed construction company) Merwede drafted a plan to redevelop the area surrounding Euromast into a high quality office, leisure and residential area. Highlight of this plan is a new landmark super high rise building, more than twice the height of Euromast.

Lehman Brothers Real Estate Partners

Lehman Brothers Real Estate Partners (“LBREP”) is a $1.6 billion private equity fund investing in real estate in Europe and North America. Investors include some of the world’s largest institutions, selected high net worth individuals, and Lehman Brothers and its employees. LBREP invests in property ownership, joint ventures, mortgage interests and investments in equity and debt instruments of private and public real estate and service companies.

In Europe LBREP is managed by a dedicated team of 15 professionals, predominantly European nationals, with a wide range of real estate investment experience. It has recently participated in some of Europe’s highest profile property investments, including the GBP 920 million public-to-private transaction of Burford Holdings, the purchase of Swisscom’s property portfolio by WTF Holdings for CHF 1.28 billion and the acquisiti

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