M&A Activity • Jul 13, 2018
M&A Activity
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13 July 2018 – before opening of markets
Public limited liability company Public regulated real estate company under Belgian law Registered office: Rue Belliard 40 (box 11), 1040 Brussels Enterprise number: 0877.248.501 (RLE Brussels) (the "Company")
As previously announced1 , Aedifica is preparing to transfer its branch of activities "the apartment buildings segment" into a new subsidiary, Immobe SA/NV. Effective 1 July 2018, Immobe is authorised by the FSMA as an Institutional Regulated Real Estate Company ("IRREC") under Belgian law. Aedifica believes that the transfer of the branch of activities could take place at the end of the third quarter of 2018.
On 21 May 2018, Aedifica announced the signing of an agreement in principle with a candidate-partner for the sale of a part of the shares in Immobe SA/NV. This agreement was subject to usual outstanding conditions, such as conducting a due diligence.
On 12 July 2018, after conducting the due diligence, Aedifica and the candidate-partner (which is an international investor represented by CODABEL) have signed the final agreement, subject to usual outstanding conditions, for the sale (in two phases) of maximum 75 % (minus one share) in Immobe SA/NV. The first phase comprises the transfer of 50 % (minus one share) of the shares in Immobe SA/NV. The completion of this phase is expected to take place during the fourth quarter of 2018.
Within the framework of the agreement, the branch of activities is valued taking into account the book value of the assets (including the fair value of the buildings) and a portfolio premium of approx. 7 %.
This transaction fits perfectly within the strategic development of Aedifica as a pure play healthcare real estate investor and allows Aedifica to use its capital to pursue continued growth in its core activities.
In this transaction, Aedifica was assisted by Degroof Petercam as financial advisor, and by the law firms Eubelius and Nibelle & Partners as legal and fiscal advisors.
1 See press releases of 21 February 2018 (section 3.8),16 May 2018 (section 2.7) and 21 May 2018.
13 July 2018 – before opening of markets
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The English version of this press release constitutes a free translation of the French language text and is made for information purposes only. In case of inconsistency with the French version or inaccuracy of the English translation, the French text shall prevail.
Aedifica is a Regulated Real Estate Company under Belgian law specialised in healthcare real estate, particularly in senior housing. Aedifica has developed a portfolio worth approx. €1.7 billion in Belgium, Germany and in The Netherlands.
Aedifica has been quoted on the Euronext Brussels (continuous market) since 2006 and is identified by the following ticker symbols: AED; AED:BB (Bloomberg); AOO.BR (Reuters).
The Company's market capitalisation was €1.4 billion as of 29 June 2018.
Aedifica is included in the EPRA indices.
This document contains forward-looking information that involves risks and uncertainties, including statements about Aedifica's plans, objectives, expectations and intentions. Readers are cautioned that forward-looking statements include known and unknown risks and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Aedifica. Should one or more of these risks, uncertainties or contingencies materialise, or should any underlying assumptions prove incorrect, actual results could vary materially from those anticipated, expected, estimated or projected. As a result, Aedifica does not assume any responsibility for the accuracy of these forward-looking statements.
Stefaan Gielens mrics Chief Executive Officer
T +32 2 626 07 72 [email protected] www.aedifica.eu
T +32 2 554 19 64 M +32 476 38 88 66 [email protected] www.aedifica.eu
Senior Manager Group Reporting & Corporate Planning
T +32 2 627 08 93 [email protected] www.aedifica.eu
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