SFL launches a public tender offer for the securities of Sophia

The Board of Directors of SFL â€" Société Foncière Lyonnaise â€" which met on 28 September 2003, has decided to submit to the shareholders of Sophia an alternative public tender offer (without limitation of one or the other part) of five new SFL shares for four Sophia shares, or a cash price of
€ 38.50 per Sophia share and of € 58.91 per Sophia convertible bond.

  • A joint business plan with significant upside potential: the first restructuring under the new tax-transparent regime (SIIC)

  • This friendly offer will pave the way towards a joint business plan for the combined
    companies, which will have lasting benefits for both SFL and Sophia shareholders.
    It will lead to the creation of a leading player in the office and retail property market
    primarily in the Central Business District of Paris and the Paris area.

  • Complementarity and optimisation of know-how

  • In order to effectively plan and execute the combined entity’s strategy, the senior
    management of Sophia will continue to play a front-line role and will be members
    of the new company’s Executive Committee. Similarly, the SFL and Sophia teams, which consisted of 260 staff as of June 2003, will be integrated in a manner intended to promote the adoption of best practices and encourage skill-sharing.

  • An attractive financial profile

  • This newly combined company will benefit from an expanded shareholder base,
    offering its shareholders increased liquidity. The arrival or reinforcement (for a total
    of €170 million), through this operation, of two major shareholders (Groupe Crédit
    Agricole and Forum European Realty Income GP ltd.) confirms both the
    attractiveness of this transaction and the renewed investor appetite for listed real
    estate companies.

    In filing SFL´s offer, Yves Mansion, the company´s Chairman, said: 'This announcement marks another step forward in our Company´s development. By joining forces with Sophia we will double the size of our portfolio and become one of the most active players in the Paris property market. At this stage in our development, and at a time when the new SIIC tax regime is being implemented, the alliance with Sophia represents an excellent strategic fit for our two businesses. I firmly believe that the market will recognise the quality of our strategic plan and the upside potential of this new yield stock.'

    SFL has been advised in this transaction by JPMorgan and Crédit Agricole

    Source: SFL

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