At a rate of 8.61 euros per share, which represents a premium of almost 38.9% over the price at which the SOCIMI’s securities closed yesterday.
MADRID, 16 (EUROPA PRESS)
The Swiss group J. Safra Sarasin (JSS), dedicated to private investment banking and asset management, announced this Thursday that it will present to the National Securities Market Commission (CNMV) a public offer for the acquisition of shares, voluntary, on Árima Real Estate, valued at more than 244.7 million euros.
Specifically, Safra has informed the CNMV that it will offer a price of 8.61 euros for each share of the Socimi, which represents a premium of almost 38.9% over the price at which Árima’s shares closed this Wednesday ( 6.20 euros per share).
The takeover bid is aimed at all of the shares into which Árima’s share capital is divided, that is, 28,429,376 shares, so the maximum amount that Safra must pay to take over the Socimi exceeds 244.7 million euros.
However, given that Árima has agreed not to accept the offer with respect to 2,446,435 treasury shares, representing 8.605% of the capital, and to propose to the board their amortization prior to the settlement of the offer, the Safra’s takeover bid would target all of the remaining shares in circulation (25,982,941 shares), representing 91.395% of the current share capital. Thus, the total amount to be disbursed by Safra will be 223.7 million euros after the amortization of the treasury shares.
The price offered by Safra, 8.61 euros per share, represents a premium of 38.87% over the trading price of Árima shares at yesterday’s close; 40.51% on the volume-weighted average trading price in the last month; of 37.91% on the weighted average trading price of the last three months, and 34.91% on the average trading price of the last six months.
The Swiss financial entity intends for Árima’s shares to continue trading on the Spanish stock exchanges and does not plan to promote or propose their delisting from trading.
Safra plans to finance the payment of the total consideration for the offer with funds from a capital increase, with or without preferential subscription rights, an aspect that remains to be determined and will be communicated to the market later. The proposal regarding the capital increase will be submitted to the approval of the general meeting of shareholders, which must also resolve on the authorization of the offer.
The offeror in this operation is JSS Socimi, a company controlled by the Luxembourg-based Master HoldCo, in turn wholly owned by a collective investment fund managed by the Swiss financial group J. Safra Sarasin.
The offer is formulated exclusively in the Spanish market and its price will be reduced by an amount equivalent to the gross amount per share of any distribution of dividends, reserves or share premium, or any other distribution to its shareholders that Árima may make from the date of the prior announcement of the takeover bid and whose ‘record date’ is prior to the settlement of the offer.
CONDITIONS FOR THE EFFECTIVENESS OF THE OPA
Safra has reported that the offer is subject to compliance with the fact that it is accepted by at least 50% of the shares plus one share of the capital and that the general meeting of shareholders of JSS Socimi authorizes it, although Master Holdco, in its capacity majority shareholder of JSS Socimi, has already communicated to the board of directors its irrevocable commitment to vote in favor of this authorization.
The Swiss group considers that the offer is not subject to notification before the European Commission or the National Commission of Markets and Competition (CNMC) and that it does not require notification or authorization in any other jurisdiction.
Likewise, it defends that the potential acquisition of shares within the framework of this takeover bid does not require authorization of direct foreign investments because they are properties not affected by any critical infrastructure or that are not essential for the provision of essential services.
ÁRIMA: THE OFFER IS “FRIENDLY AND ATTRACTIVE”
The Swiss group has explained that on May 10 it signed an agreement with Árima for the formulation of the takeover bid that contemplates the commitment of the SOCIMI to pay JSS a commission, as compensation for expenses for the process of preparation and formulation of the offer, for an amount equivalent to 1% of the total value of the takeover bid and in the event that, once the offer is authorized by the CNMV, it does not succeed due to a competing offer having been presented and settled.
This commission has been expressly approved by Árima’s board of directors with the favorable report of its financial advisor.
The board of directors of Árima, after the advice received from its financial and legal advisors, has informed the CNMV that it considers this offer “friendly and attractive” for its shareholders.
“The board of directors of the company will rule on the offer when it deems it appropriate and, in any case, within the deadlines established in the applicable regulations, once the CNMV authorizes the offer,” said Árima, who has agreed to hire the Ernst services