ADLER Real Estate AG

  • WKN: 500800
  • ISIN: DE0005008007
  • Land: Deutschland

Nachricht vom 23.09.2019 | 07:44

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 / Key word(s): Mergers & Acquisitions
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.

23-Sep-2019 / 07:44 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

Publication of Inside Information pursuant to Article 17 of the Market Abuse Regulation

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)[1] 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).

The agreed consideration is c. EUR 708m or EUR 25.75 per ADO Group share (c. ILS 100.00 per share)[2], representing a 15% discount to ADO Properties EPRA NAV not including the effects of the potential sale of a real estate portfolio announced by ADO Properties at a premium to NAV.

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.

For enquiries, please contact:
Tina Kladnik
Head of Investor Relations
ADLER Real Estate AG
Telephone: +49 30 39 80 18 123
t.kladnik@adler-ag.com]

Important Information

This ad hoc announcement has been issued by ADLER Real Estate AG ("ADLER") solely for the purpose of disclosing inside information. Moreover, it is neither an offer to purchase nor a solicitation to sell securities of ADLER or A.D.O. GROUP LTD ("ADO Group"). ADLER reserves the right to deviate from the basic terms presented herein in the final terms and provisions of the merger agreement. Investors and holders of shares in ADO Group are strongly advised to review the merger agreement and all other documents related to the merger, as they will contain important information. In accordance with Israeli law, the merger will be conducted solely based on the applicable provisions of the Israeli law, in particular the Israeli Companies Law. The intended merger is not made or intended to be made pursuant to the laws of any jurisdiction other than those of Israel. Notifications and the publication of information on the merger are intended to be made in Israel only.

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.[1] ILS amounts based on the exchange rate 3.8842 ILS/EUR .
[2] ILS amounts based on the exchange rate of 3.8842 ILS/EUR.


23-Sep-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de



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