EANS-News: Atrium European Real Estate Limited / Atrium’s Independent Committee and Gazit Globe announce proposed merger for €3.63 per Atrium share in cash, subject to Atrium shareholder approval - ATTACHMENT CNE

Monday, 18. October 2021 07:00
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Company Information/Mergers - Acquisitions - Takeovers

St Helier Jersey / Channel Islands -

Atrium's Independent Committee and Gazit Globe announce proposed merger for
    EUR3.63 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 EUR3.63 per Atrium share (the "Offer Price"),
including a payment in the amount of EUR3.03 per share in cash paid by Gazit
(the "Cash Offer Price") and EUR0.60 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 EUR0.28 per share or 8.4% compared to
the initial proposal of Gazit of EUR3.35 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 (EUR2.93 per share), a
22.3% premium to the 30-day volume weighted average price (VWAP) to 30 July 2021
(EUR2.97 per share) and a 23.9% premium to the 90-day VWAP to 30 July 2021
(EUR2.93 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 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 EUR2.5 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 EUR0.60 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.

Fairness opinion
The Independent Committee has received a fairness opinion from UBS as to the
financial terms of the Merger, subject to the terms and conditions set out
therein. Having taken into account the advice received, the Independent
Committee unanimously recommends that Atrium shareholders vote in favour of the
Merger.

Publication of circular and notice of general meeting
Full details of the Merger, including terms and conditions to the implementation
of the Merger, will be set out in a shareholder circular which is expected to be
published by the Company within 4 weeks of this announcement ("Shareholder
Circular").

The Shareholder Circular shall include an expected timetable of principal events
in relation to the Merger and a notice of meeting in respect of an extraordinary
general meeting of shareholders ("EGM") which is expected to take place in
December 2021. The EGM is required to enable Atrium shareholders to consider,
and if thought fit, vote in favour of the resolution to approve the Merger
(amongst other ancillary matters). Subject to the conditions of the merger being
met, including receiving support of the majority of the minority of Atrium
shareholders that vote at the EGM, the transaction is expected to close in early
2022.
Advisors

UBS is acting as financial adviser and fairness opinion provider to the
Independent Committee with Allen & Overy LLP as international legal adviser and
Appleby as Jersey law legal advisers to the Independent Committee.
Goldman Sachs Israel LLC is acting as financial adviser to Gazit and Newco with
Kirkland & Ellis International LLP as international legal adviser and Ogier as
Jersey law legal advisers to Gazit and Newco.

Enquiries
Doron Lavi Segelson, Investor Relations, Atrium European Real Estate:
dlavi@aere.com

Or Ackerman, Investor Relations, Gazit Globe Ltd.: oackerman@gazitgroup.com

FTI Consulting Inc.: +44 (0)20 3727 1000
Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis:
scatrium@fticonsulting.com
About Atrium European Real Estate
Atrium is a leading owner, operator and redeveloper of shopping centres and
residential for rent apartments in Central Europe. Atrium specializes in locally
dominant food, fashion and entertainment shopping centres in the best urban
locations. Atrium owns 26 properties with a total gross leasable area of over
809,000 sqm and with a total market value of approximately EUR2.5 billion. These
properties are located in Poland, the Czech Republic, Slovakia and Russia, and
with the exception of one, are all managed by Atrium's internal team of retail
real estate professionals. In February 2020 Atrium announced a strategy to
diversify its portfolio by investing in and managing residential for rent real
estate, with a primary focus on Warsaw.

The Company is established as a closed-end investment company incorporated and
domiciled in Jersey and regulated by the Jersey Financial Services Commission as
a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange
and the Euronext Amsterdam Stock Exchange. Appropriate professional advice
should be sought in the case of any uncertainty as to the scope of the
regulatory requirements that apply by reason of the above regulation and
listings. All investments are subject to risk. Past performance is no guarantee
of future returns. The value of investments may fluctuate. Results achieved in
the past are no guarantee of future results.

About Gazit Globe
Gazit Globe is a global real estate company focused on the ownership,
development, and management of mixed-use income producing real estate for a
variety of uses including commercial, offices and residential in highly
populated urban areas in key cities. As of June 30, 2021, the Group held and
managed 102 properties covering a built-up area for lease of 2.5 million sq. m
with a value of NIS 37 billion.
Additional information available on the Company's website: www.gazitglobe.com

Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Atrium in any jurisdiction in
contravention of applicable law. For the avoidance of doubt, this announcement
does not constitute, and should therefore not be perceived as, an (announcement
of a contemplated) public offer under the public offer rules in Austria and / or
the Netherlands.

Important notices relating to financial advisers
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority in the
United Kingdom. UBS is acting as financial adviser to Atrium and no-one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Atrium for providing the protections afforded
to clients of UBS nor for providing advice in connection with the matters
referred to herein. Neither UBS nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of UBS in connection with this announcement, any statement
contained herein, the Acquisition or otherwise.

Goldman Sachs Israel LLC is acting exclusively for Gazit and Newco and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Gazit and Newco for providing the
protections afforded to clients of Goldman Sachs Israel LLC, or for providing
advice in connection with the matters referred to in this announcement.

Overseas jurisdictions
The ability to participate in the Acquisition for Atrium shareholders who are
not resident in and citizens of the Netherlands, Austria or Jersey may be
affected by the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the Netherlands,
Austria or Jersey should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdictions. Further details in relation
to overseas shareholders will be contained in the Shareholder Circular. The
release, publication or distribution of this announcement in or into
jurisdictions other than the Netherlands, Austria or Jersey may be restricted by
law and therefore any persons who are subject to the law of any jurisdiction
other than the Netherlands, Austria or Jersey should inform themselves of, and
observe, any applicable requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person.

Copies of this announcement and the formal documentation relating to the
Acquisition and the Merger will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction where local
laws or regulations may result in a significant risk of civil, regulatory or
criminal exposure if information concerning the Acquisition is sent or made
available to Atrium shareholders in that jurisdiction (a "Restricted
Jurisdiction") or any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving those documents must not mail or otherwise
forward, distribute or send them in or into or from any Restricted Jurisdiction.

This announcement does not constitute an offer of securities in the State of
Israel.

US holders
Holders of Atrium shares who: (i) are ordinarily resident in the US; or (ii)
have a registered address in the US; or (i) are a custodian, nominee or trustee
holding of Atrium shares for persons in the US or with a registered address in
the US ("US Holders") should note that the Acquisition relates to the securities
of a Jersey company listed on the Amsterdam Stock Exchange and the Vienna Stock
Exchange and is subject to Dutch, Austrian and Jersey disclosure requirements
and practices (which are different from those of the US) and is proposed to be
implemented by means of a statutory merger under Jersey company law. A
transaction effected by means of a statutory merger is not subject to the tender
offer rules under the US Exchange Act, and the proxy solicitation rules under
the US Exchange Act will not apply to the Acquisition. The Acquisition will be
subject to Dutch, Austrian and Jersey disclosure requirements and practices,
which are different from the disclosure requirements of the US tender offer and
proxy solicitation rules. The financial information included in this
announcement and the Shareholder Circular have been or will have been prepared
in accordance with IFRS, and thus may not be comparable to financial information
of companies whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.

The receipt of cash pursuant to the Acquisition by a US Holder may be a taxable
transaction for US federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Atrium shareholder is urged
to consult his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him. It may be difficult for US
Holders to enforce their rights and claims arising out of the US federal
securities laws, since Newco and Atrium are located in countries other than the
US, and some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of US securities
laws. Further, it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgement.

Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Newco, Gazit and Atrium contain statements which are,
or may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Newco, Gazit and
Atrium about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement may include
statements relating to the expected effects of the Acquisition on Newco, Gazit
and Atrium, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although Newco, Gazit
and Atrium believe that the expectations reflected in such forward-looking
statements are reasonable, Newco, Gazit and Atrium can give no assurance that
such expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.

No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings for each share for Newco, Gazit or Atrium, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings for each share for
Newco, Gazit or Atrium, as appropriate.
Publication on website

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Atrium's website at www.aere.com/pressreleases.aspx and on Gazit's website at
www.gazitglobe.com/investor-relations/news-and-updates.com.
For the avoidance of doubt, the contents of these websites are not incorporated
by reference and do not form part of this announcement.
Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments.

Further inquiry note:
For further information:
FTI Consulting Inc.:
+44 (0)20 3727 1000
Richard Sunderland
Claire Turvey
Richard.sunderland@fticonsulting.com

end of announcement                         euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/279/5/10800467/1/21_10_18_AERE_merger_announcement_PR_FINAL.pdf

issuer:       Atrium European Real Estate Limited
              Seaton Place 11-15
              UK-JE4 0QH  St Helier Jersey / Channel Islands 
phone:        +44 (0)20 7831 3113
FAX:          
mail:         richard.sunderland@fticonsulting.com
WWW:          http://www.aere.com
ISIN:         JE00B3DCF752
indexes:      
stockmarkets: Luxembourg Stock Exchange, Wien
language:     English

EAX0001    2021-10-18/07:00

Related Links: Atrium European Real Estate Limited
Author:
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