PTA-Adhoc: Deutsche Industrie REIT-AG: CTP NV announces a delisting offer with voluntary consideration in shares
Public disclosure of inside information in accordance with Article 17 MAR
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Publication of inside information in accordance with Article 17 of Regulation (EU) No 596/2014
* CTP NV announces a delisting offer with voluntary consideration in shares
* Conclusion of an agreement in principle (Business combination agreement)
Potsdam, October 26, 2021. Deutsche Industrie REIT-AG (“DIR”) and CTP NV (“CTP”) today signed an agreement in principle on the merger of the two companies (Business Combination Agreement). In this context, CTP announced its intention to make a voluntary takeover bid to DIR shareholders for all outstanding DIR shares (“DIR Shares”) in accordance with the provisions of the Acquisition and Acquisition Act. (Wertpapiererwerbs- und Übernahmegesetz), which at the same time fulfills the requirements for a delisting offer in accordance with the Stock Exchange Act (Börsengesetz) (“Offer”). Subject to the determination of the minimum price by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the final conditions set out in the offering document to be published, CTP intends to offer a cash consideration of an amount of € 17.12 per DIR Share. As voluntary consideration available at the discretion of each accepting shareholder, CTP intends to offer five new CTP shares (“Offer Shares”) in exchange for four DIR shares (equivalent to 1.25 CTP shares for each DIR share contributed) (“Consideration Shares”). The Offered Shares will be issued with the same dividend rights as the currently issued CTP shares and will be created through a capital increase using the authorized capital of CTP. CTP shares are listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam NV (ISIN: NL00150006R6), where the Offered Shares will also be admitted to trading. The Offer will simultaneously meet the requirements of a delisting offer under the provisions of the Stock Exchange Act, which is necessary for the revocation of the admission of DIR Shares to trading on the regulated market of the Berlin Stock Exchange and the Frankfurt Stock Exchange (Prime Sta ndard) (“Withdrawal from the quotation”). The Offer will therefore not be subject to any closing condition.
The Consideration under the Offer corresponds – based on the closing prices of CTP and DIR on October 25, 2021 – to a notional equivalent of € 24.94 per DIR Share, i.e. a premium of approximately 48.0%. Based on the volume-weighted average price of the DIR Share over the last three months (3-month VAPV) and over the last six months (6-month VAPV), the Share Compensation premium under the Offer amounts to approximately 45.7%. and about 48.0%, respectively. DIR Shareholders opting for cash consideration under the Offer will instead receive the legal minimum price for a delisting public offer, which should be € 17.12 per DIR Share (subject to the final determination of the minimum price by BaFin).
In the Business Combination Agreement, DIR and CTP expressed their common understanding as to the economic and strategic context of the transaction, the progress of the Offer, the fundamental support of the Offer by the Management Board and the Supervisory Board of DIR, and understandings with respect to future business cooperation between the parties. In this agreement, DIR committed to CTP to seek delisting of DIR to the extent permitted by law. In this context, it is planned to hold an extraordinary general meeting of the DIR to rule on the termination of its status as REIT-AG and the necessary modifications to the statutes.
The Management Board and the Supervisory Board of DIR welcome the Offer and intend to support it on the basis of the Business Combination Agreement and within the framework of their legal obligations, subject to a review of the complete Offer Document as well as the conditions and recommend that shareholders accept it in exchange for the equity consideration.
Completion of the Offer would create a leading pan-European listed real estate group for logistics and corporate / light industrial real estate with a combined portfolio of approximately € 7.2 billion. For CTP, the transaction offers the opportunity to enter the German market, where CTP was not previously present.
The transaction is expected to close in early 2022. Subsequently, CTP plans to merge DIR with CTP on a cross-border basis.
The Offer is supported by approximately 56% of DIR shareholders, which include companies controlled by the CEO of DIR, through various agreements with CTP, including irrevocable offer agreements and non-offer agreements .
This announcement is for informational purposes only and does not constitute an invitation to sell or an offer to buy securities of Deutsche Industrie REIT-AG (“DIR”). The final terms and other provisions of the Offer will be disclosed in the offer document after its publication has been authorized by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and holders of DIR securities are strongly recommended to read the offer document and all announcements relating to the Offer as soon as they are published, as they will contain important information.
To the extent that the announcements contained in this document contain forward-looking statements, these statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “have l ‘intention to’, ‘aim’, ‘assume’ or similar expressions. Such statements express DIR’s current intentions, opinions or expectations and assumptions. These forward-looking statements are based on current plans, estimates and forecasts, which DIR has made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by DIR. These forward-looking statements and expectations may prove to be inaccurate and actual events or consequences may differ materially from those contained or expressed by such forward-looking statements. DIR assumes no obligation to update any forward-looking statements with respect to the actual development of incidents, underlying conditions, assumptions or other factors.
issuer: Deutsche Industrie REIT-AG
address: August-Bebel-Str. 68, 14482 Potsdam
contact person: René Bergmann
phone: +49 331 740 076 535
e-mail: [email protected]
ISIN (s): DE000A2G9LL1 (share), DE000A2GS3T9 (bond), DE000A2YNQU1 (bond)
stock exchanges: regulated market in Frankfurt, Berlin
[ source: http://www.pressetext.com/news/20211026004 ]
Deutsche Industrie REIT SA published this content on October 26, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on October 26, 2021 06:45:03 AM UTC.