Atrium’s Independent Committee and Gazit Globe announce proposed merger
for €3.63 per Atrium share in cash, subject to Atrium shareholder approval
Jersey, 18 October 2021 – The Independent Committee of the Board of Directors (the “Independent
Committee”) of Atrium European Real Estate Limited (VSE/Euronext: ATRS), (“Atrium” or the
“Company”) and the board of directors of Gazit Hercules 2020 Limited (“Newco”), which is an indirect
wholly-owned subsidiary of Gazit-Globe Ltd (“Gazit”) are pleased to announce that they have signed a
definitive merger agreement for a recommended cash acquisition (the “Acquisition”) of 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 for cash at a price of €3.63 per Atrium share (the “Offer Price”), including a payment in
the amount of €3.03 per share in cash paid by Gazit (the “Cash Offer Price”) and €0.60 per share by
way of a cash dividend paid by the Company (the “Special Dividend”).
In addition to the increase of the Offer Price, the Independent Committee has also negotiated that Atrium
shareholders are entitled to receive the pro-rata funds from operations less maintenance capital
expenditure generated between the date of the last dividend payment and completion of the Acquisition
(the “AFFO”). Shareholders will receive both the Offer Price and the AFFO.
The Acquisition is to be implemented by means of a statutory merger between the Company and Newco
under Part 18B of the Companies (Jersey) Law 1991, as amended (the “Merger”).
The Offer Price reflects an increase of €0.28 per share or 8.4% compared to the initial proposal of Gazit
of €3.35 per share submitted on 2 August 2021 (the “Initial Proposal”) as well as the inclusion of
additional dividends payable up to closing, reflective of AFFO. The Offer Price also implies a 23.9%
premium to the unaffected share price as of 30 July 2021 (€2.93 per share), a 22.3% premium to the 30-
day volume weighted average price (VWAP) to 30 July 2021 (€2.97 per share) and a 23.9% premium to
the 90-day VWAP to 30 July 2021 (€2.93 per share), being the last trading day prior to announcement of
the Initial Proposal.
“The Offer Price represents an attractive opportunity for Atrium’s minority shareholders to monetize their
holdings in the Company at a significant premium to the unaffected share price,” says Neil Flanzraich,
Chairman of the Independent Committee. “Today’s agreement is the result of weeks of intense
negotiations with Gazit, during which the Independent Committee negotiated three increases from Gazit’s
Initial Proposal and is subject to, among other things, approval by the majority of the voting rights
exercised by Atrium’s minority shareholders that vote at the EGM. The Independent Committee, having
received an opinion from its financial advisor that the financial terms of the offer are fair to Atrium’s
minority shareholders, believes that the Acquisition is in the best interests of Atrium’s minority
shareholders and unanimously recommends that the minority shareholders of Atrium vote in favour of
the Acquisition.”
“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
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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 approximately €2.5 billion 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, approximately 85% of Gazit’s assets, on an expanded-solo basis, will be privately held
real estate” said Chaim Katzman, Founder and Chief Executive Officer of Gazit Globe Ltd.
Protection for minority shareholders
In the negotiation of the Merger, the Independent Committee conducted an arm’s length process to
safeguard the interests and the rights of the Company’s minority shareholders, resulting in an agreement
which includes a number of provisions to protect the interests of minority Atrium shareholders.
Among these, the Independent Committee ensured that the views of the minority shareholders will be
given appropriate weight by negotiating with Gazit that the Acquisition shall be conditional upon the
approval of a majority of the voting rights exercised by Atrium shareholders that vote at the EGM (as
defined below) excluding Gazit and its affiliates (that is, a majority of the votes of the Company’s minority
shareholders that vote at the EGM must be cast in favour of the Merger).
In the event the Independent Committee receives a proposal from a third party which the Independent
Committee determines, acting reasonably and in good faith, to be more beneficial to the Company and
its shareholders (a “Superior Proposal”), the Independent Committee has discretion to withdraw its
recommendation of the Acquisition in favour of the Superior Proposal. If this takes place, Gazit has
confirmed to the Independent Committee that it will duly consider any Superior Proposal in good faith.
Since the announcement of the Initial Proposal, the Independent Committee has not received any third-
party proposals.
Special dividend
The Offer Price is to be paid in cash. Prior to the effective date of the Merger, the Company expects to
pay the Special Dividend to all holders of Atrium shares on the Special Dividend Record Date of €0.60
per Atrium Share in connection with the Merger, provided the Merger has been approved by Atrium
shareholders at the EGM (as defined below). The Offer Price payable by Newco will be reduced by such
Special Dividend.