Firstly, the implementation agreement provides for a 7 week “Go-Shop” provision, which enables Atrium to solicit superior offers for the company.If such superior offer is received, the Independent Committee of the Board of Directors may in certain circumstances rescind its recommendation for the acquisition by Gazit and instead recommend the superior offer. If nosuch superior offer is received, we will proceed with recommending the Gazit acquisition as announced today.Secondly, the Gazit proposal will be implemented via a court sanctioned scheme of arrangement in accordance with article 125 of the Companies (Jersey) Law 1991 (the “Scheme”).
The sanctioning of the Scheme by the court ensures that the acquisition can only succeed if a majority of the minority (non-Gazit) shareholders who are present and vote at the court meeting, representing at least 75% of the minority shareholders vote in favour of the scheme, Thirdly, the Independent Committee of the Board of Directors is free to change or withdraw their recommendation in good faith and in line with their fiduciary duties if a change of circumstances requires the Independent Committee of the Board of Directors to do so.And fourthly, the Independent Committee of the Board of Directors has received a fairness opinion letter from UBS as to the financial terms of the offer, subject to the terms and conditions set out therein.As such, the Independent Committee of the Board of Directors is confidentthat theprocess with Gazit has been run at an arm’s length basis, and that we have secured the appropriate protections for our minority shareholders. We look forward to addressing any questions you may have in respect of today’s announcement. To the extent they are not covered in the enclosed FAQ catalogue, we encourage you to submit your questions in writing to UBS (email@example.com) and we will respond to you at our earliest convenience.