DGAP-Ad-hoc: ADLER Real Estate AG / Key word(s): Mergers & Acquisitions
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ADLER Real Estate AG: Merger agreement signed to acquire all the shares in A.D.O. GROUP LTD for c. EUR 708m; transaction will result in ADLER holding 33% stake in ADO Properties S.A.
- ADLER Real Estate AG ("ADLER") signs agreement to acquire 100% of A.D.O. GROUP LTD ("ADO Group")
- Shareholders holding combined 52% of voting rights in ADO Group have entered into binding committments to vote in favour of the merger
- ADLER offering all ADO Group shareholders EUR 25.75 (c. ILS (New Israeli Shekel) 100.00) per share in ADO Group for a total equity consideration of c. EUR 708 million (c. ILS 2.75 billion)
- Through the merger ADLER will acquire c.33% in ADO Properties SA ("ADO Properties")
- Consideration represents a 15% discount to ADO Properties H1 2019 reported EPRA NAV
- To be funded by a combination of a rights issue, fully-guaranteed and backstopped by existing ADLER shareholders, cash from the disposals of non-yielding assets and financial debt
- BB rating post-closing of the transaction expected to be affirmed
- Transaction will reduce ADLER's pro froma H1 LTV to c.47% on a fully-consolidated basis assuming completion of the proposed sale of a real estate portfolio announced by ADO Properties on 16 September 2019
Berlin, 23rd September 2019. ADLER Real Estate AG ("ADLER"), together with its wholly-owned subsidiary LI Lorgen Ltd. ("Merger Sub") acquired for this purpose, today entered into a merger agreement with A.D.O. GROUP LTD ("ADO Group"), a public limited liability company organized under the laws of Israel the shares of which are admitted to trading on the Tel Aviv Stock Exchange (TASE), Israel (ISIN IL0005050161) and the largest shareholder of ADO Properties S.A. ("ADO Properties"), a public limited liability company organized under the laws of Luxembourg the shares of which are admitted to trading on the Frankfurt Stock Exchange (ISIN LU1250154413).
Several major shareholders of ADO Group with a collective voting power representing 52% of the voting rights in ADO Group have entered into binding agreements to cast their votes in favor of the merger at the necessary shareholder meeting.
ADO Group's main asset is its stake in ADO Properties, a pure-play Berlin residential real estate company with a real estate portfolio with a gross asset value (GAV) of EUR 4.4bn (H1 2019 reported).
Initially, the transaction will be funded by acquisition finance which ADLER intends to repay by the beginning of 2020 through a combination of a rights issue, fully-guaranteed and backstopped byseveral existing ADLER shareholders, cash from the disposal of non-yielding assets and financial debt. The BB stable outlook rating for ADLER post transaction is expected to be affirmed.
The closing of the merger, which is expected in December 2019, is subject to a majority approval at ADO Group's shareholder meeting, ADO Group holding not more than 33% in ADO Properties, a condition precedent necessary for ADLER not to be required to launch a mandatory takeover offer for all outstanding shares in ADO Properties upon closing of the merger, clearance by the competent merger control authorities and other customary and statutory closing conditions.
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This ad hoc announcement may contain statements, assumptions, opinions and predictions about the anticipated future development of ADLER or ADO Group (forward-looking statements) that reproduce various assumptions regarding results derived from ADLER's or ADO Group's current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by ADLER and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the current business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for future performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this ad hoc announcement was issued to its recipients. It is the responsibility of the recipients of this ad hoc announcement to conduct a more detailed analysis of the validity of forward-looking statements and the underlying assumptions. ILS amounts based on the exchange rate 3.8842 ILS/EUR .
23-Sep-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||ADLER Real Estate AG|
|Joachimsthaler Straße 34|
|Phone:||+49 30 398 018 10|
|Fax:||+49 30 639 61 92 28|
|ISIN:||DE0005008007, XS1211417362, DE000A1R1A42, DE000A11QF02|
|WKN:||500800, A14J3Z, A1R1A4, A11QF0|
|Indices:||SDAX, GPR General Index|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||877797|
|End of Announcement||DGAP News Service|
877797 23-Sep-2019 CET/CEST