- ADLER intends to acquire up to 70 percent in Brack Capital Properties N.V.
- 440 New Israeli Shekel per share offered to all shareholders
- ADLER portfolio to be quality enhanced, property portfolio complement and scale expected to create operational synergies
- Further improvement of financial metrics expected
- Fully funded with proceeds from recent sales, cash on hand and new bridge financing, with no capital increase intended
Berlin, 19 February 2018 – ADLER Real Estate AG intends to acquire up to 70 percent of Brack Capital Properties N.V. (BCP), a public limited liability company incorporated under the law of the Netherlands and listed on the Tel Aviv Stock Exchange with total assets amounting to c. EUR 1.6 billion.
For this purpose, ADLER has entered into a share purchase agreement with Redzone Empire Holding Limited for the acquisition of a 41.04 percent stake in BCP. In addition, senior management members of BCP have irrevocably undertaken vis-a-vis ADLER to tender their respective shareholdings of a combined 5.62 percent into the so called special tender offer (STO), which ADLER has launched for the purpose of acquiring up to 25.8 percent of the shares in BCP on 19 February 2018. The members of senior management have a right to sell any of these shares to ADLER to the extent not taken up through the STO. In total, ADLER is thus targeting a shareholding of up to 70 percent. A majority above 50 percent will trigger full consolidation.
440 New Israeli Shekel per share offered to all shareholders
In the purchase agreement with Redzone, ADLER has agreed on a purchase price of 440 New Israeli Shekel (ILS) per share. This is also the price ADLER is offering to all remaining shareholders in the special tender offer. On the assumption that the maximum number of shares will be tendered, the acquisition volume amounts to ILS 2.381 billion corresponding to c. EUR 539 million at the current exchange rate.
Portfolio quality enhanced, property portfolio complement and scale create operational synergies
BCP owns a real estate portfolio containing more than 11,000 residential units in Germany of which two thirds are located in A-locations. The portfolio is concentrated in major German cities, among them Leipzig (30 percent), Bremen (10 percent), Dortmund, Hanover and Kiel (each 9 percent), complementing the existing ADLER portfolio favorably. “With the acquisition we will not only significantly grow our portfolio, but have also initiated a profound quality transformation”, said Tomas de Vargas Machuca, Co-CEO of ADLER Real Estate AG. “The complimentary nature and the new scale allow us to generate operational synergies of around EUR 3 million annually, as we can integrate the property and facility management into our already existing operational structures.” The acquisition also enhances all operational KPIs due to its quality and location as the BCP´s portfolio has a higher average rent and a higher occupancy rate than ADLER´s current portfolio. BCP also holds development projects in central Düsseldorf and Aachen for nearly 2,000 residential units which ADLER intends to develop further. De Vargas Machuca: “This is a great bolt on to the different kind of projects which we have recently initiated like the “Wasserstadt Mitte-Riverside” in central Berlin where, by way of a forward purchase, we are going to add 700 high-quality apartments, or like the project in Göttingen where we expect to add more than 200 new units by building rooftop apartments on already existing buildings from our portfolio.”
Further improvement of financial metrics
The acquisition will have a positive impact on nearly all financial metrics. It will contribute an annual rental income of c. EUR 45 million on fully consolidated basis, thus increasing ADLER´s topline by more than 25 percent. “As we can expect an additional EUR 20 million in FFO I per annum”, de Vargas Machuca said, “we will boost our earnings by around 50 percent. What is equally important, other key financial metrics such as LTV and ICR will also improve in line with our financial policy. We see further opportunities for financial synergies amounting to a further c. EUR 3 million p.a. driven by refinancing and additional value through enhanced credit quality of the combined company.” Moreover, the transaction will increase the value of our property portfolio by more than EUR 1 billion.
Fully funded with proceeds from recent sales and cash
The acquisition and the special tender offer will be financed from existing cash in ADLER, the proceeds from the recent sale of its stake in ACCENTRO Real Estate AG and the sale of non-core residential assets in ADLER. These amount to a total of c. EUR 350 million. The balance funds are provided under an in-place bridge loan financing agreement. ADLER does not rule out that it may decide to acquire all remaining shares in BCP in the mid- to long-term. No capital increase is intended in connection with this transaction.
“This”, concludes Maximilian Rienecker, Co-CEO of ADLER Real Estate AG, “is a major step for ADLER to grow further and at the same time improve both its earnings and financial standing. It will thus be greatly benefitting to the interests of our shareholders.”
In the transaction, ADLER is being advised by the following institutions: Kempen is financial adviser to ADLER jointly with J.P. Morgan who is also acting as sole provider of acquisition financing to ADLER.
This announcement by Adler Real Estate AG is neither an offer to purchase nor a solicitation to sell securities of Brack Capital Properties N.V. (“BCP”). The conditions and further provisions relating to the special tender offer are published in the offer memorandum. Adler as bidder reserves the right to deviate from the basic terms presented herein in the terms and provisions of the special tender offer. Investors and holders of shares in BCP are strongly advised to review the offer document and all other documents related to the special tender offer, as they will contain important information. In accordance with Israeli law, the special tender offer will be conducted solely on the basis of the applicable provisions of the Israeli law, in particular the Israeli Companies Law, 1999 and the Israeli Securities Regulations (Tender Offers), 2000 (“Tender Offer Regulations”). The special tender offer 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 special tender offer are intended to be made in Israel only in accordance with the requirements of the Tender Offers Regulations, unless a notification or other publication is required or permitted under the respective laws of other jurisdictions.
To the extent permissible under applicable law or regulation, Adler or its brokers may purchase, or conclude agreements to purchase, shares in BCP directly or indirectly, outside of the scope of the special tender offer, before or after the period in which the special tender offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for BCP shares, such as convertible bonds, except that Adler and its broker may also exercise such convertible securities during the acceptance period under the special tender offer, provided that such convertible securities were purchased prior to the date of the Special Tender Offer Memorandum. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Israel.
This announcement may contain statements, assumptions, opinions and predictions about the anticipated future development of Adler or BCP (forward-looking statements) that reproduce various assumptions regarding results derived from Adler’s or BCP’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.