CEE REGION Gazit renews Atrium takeover offer

The agreement entails that the entire issued and to be issued ordinary share capital of Atrium that is not already owned directly or indirectly by Gazit or its affiliates is to be acquired for EUR 3.63 per share, which comprises a EUR 3.03 payment per share in cash paid by Gazit and a EUR 0.60 cash dividend per share paid by Atrium. Atrium has also negotiated that its shareholders should also receive pro-rata funds from operations less maintenance capital expenditure generated between the date of the last dividend payment and completion of the share acquisition.

The offer price is an increase of EUR 0.28 per share or of 8.4 pct compared to Gazit’s initial offer of EUR 3.35 per share submitted on August 2nd 2021. Gazit made its initial bid to buy all of Atrium’s shares in July 2019 for EUR 3.75 per share, but at the time this was rejected by several minority shareholders as in their view it undervalued the company.

Atrium has a high-quality portfolio of properties, predominantly in Poland and the Czech Republic, with the majority of its portfolio value located in the capital cities of Warsaw and Prague and will further advance Gazit’s strategy to become a dominant player in high-density and high-barriers to entry urban markets. Atrium’s outstanding team of professionals will undoubtedly contribute to the company’s success going forward. Gazit has been a supportive investor in the Company for over a decade and will continue to support the company’s strategy of expanding in the residential for rent sector in major urban markets. Gazit’s strong available liquidity and access to capital will allow Atrium to take advantage of new investment opportunities in its core markets. With a portfolio of app. EUR 2.5 bln of real estate properties owned by Atrium, this transaction will advance Gazit’s strategy to becoming a fully-integrated real estate operating company and increasing Gazit’s privately held real estate portfolio. Upon completion of the transaction, app. 85 pct of Gazit’s assets, on an expanded-solo basis, will be privately held real estate.
Chaim Katzman, the founder and CEO of Gazit Globe

Jersey-registered Atrium European Real Estate currently owns 26 shopping centre in Poland, the Czech Republic, Slovakia and Russia with a total area of 808,000 sqm gla. 55 pct of the value of the portfolio is situated in Warsaw and Prague.

UBS is acting as Atrium’s financial advisor and fairness opinion provider, with Allen & Overy LLP as its international legal advisor and Appleby as the Jersey legal advisor. Goldman Sachs Israel is acting as the financial advisor to Gazit and Newco, with Kirkland & Ellis International as international legal advisor and Ogier as the Jersey legal advisor to Gazit and Newco.