Entra

M&A Activity • Dec 18, 2020

Castellum announces an increased share exchange and cash offer to Entra’s shareholders and the sale of a mature stabilized asset portfolio at a 20% premium to book value to Blackstone

Castellum announces an increased share exchange and cash offer to Entra’s shareholders and the sale of a mature stabilized asset portfolio at a 20% premium to book value to Blackstone

The Revised Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction (including without limitation Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland) or the United States in which the making of the Revised Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Norwegian law. For further information, please see section entitled “Important notice” and “Notice for U.S. shareholders”.

On November 26, 2020, Castellum Aktiebolag (publ) (“Castellum”) announced the intention to launch a share exchange and cash offer to eligible Entra ASA’s (“Entra”) shareholders (the “Offer” and the “Offer Announcement”, respectively). Castellum now increases the consideration in the Offer by 13.9%[1] (the “Revised Offer”) by offering each eligible Entra shareholder 8 newly issued Castellum shares for every 13 shares in Entra and NOK 54.39 in cash per share in Entra, representing a total value of NOK 185[2] per Entra share excluding synergies. The acceptance period for the Revised Offer is expected to commence on or around January 8, 2021.

The Revised Offer consideration consists of a combination of newly issued shares in Castellum and cash for Entra shares. Castellum is offering to each eligible Entra shareholder 8 newly issued Castellum shares for every 13 shares in Entra and NOK 54.39 in cash per share in Entra (collectively, the “Revised Base Case Consideration”), valuing each Entra share at NOK 185 at announcement of the Revised Offer. In aggregate, a total of up to 102,850,495 Castellum shares will be issued, and a total of up to NOK 9,091,033,453 will be paid in cash as consideration for Entra shares (excluding 15,000,000 Entra shares already owned by Castellum).

As an alternative to the Revised Base Case Consideration, Castellum is offering eligible Entra shareholders a mix & match facility, through which each eligible Entra shareholder is, subject to the restrictions set out below, given the possibility to elect, either:

a) to receive as much cash consideration as possible (in addition to the default cash consideration of NOK 54.39 per share in Entra), and thus as few newly issued Castellum shares as possible; or

b) to receive as many newly issued Castellum shares as possible (in addition to the default share entitlement of 8 newly issued Castellum shares for every 13 shares in Entra), and thus as little cash consideration as possible.

The relative proportion of the consideration in terms of newly issued Castellum shares and cash will not be varied as a result of elections made under the mix & match facility. In order for individual shareholders in Entra to receive a higher proportion of a certain requested consideration alternative under the mix & match facility, other shareholders must have made the reverse elections to a corresponding extent. If no elections are made under the mix & match facility, the Entra shares tendered will be tendered for the Revised Base Case Consideration. If tenders made by Entra shareholders under the mix & match facility are not fully matched, they will be scaled down on a pro rata basis in relation to the number of shares tendered by the respective shareholder.

Castellum announces in connection with the Revised Offer the signing of two sale agreements to divest a portfolio of 214 mature stabilized assets, comprising primarily assets in the warehouse/logistics and light industry segments in Sweden to Arckle Holdco S.à r.l., a company affiliated to funds managed by The Blackstone Group (“Blackstone”) for net proceeds of SEK 18.1 billion. The assets will be incorporated into Blackstone’s pan-European last mile logistics platform, Mileway. The price of the entire portfolio exceeds the most recent valuation of the properties by 20% and implies an exit yield of 4.7%.

Please see further information in attachment on www.newsweb.no