M&A Activity • Oct 17, 2023
M&A Activity
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Intervest announces a conditional voluntary public tender offer on all its outstanding shares by TPG
Regulated information – Inside information, 17 October 2023, 6:30 pm
Offer at a price of €21.00 per share in cash provides shareholders with immediate value, representing a 52.2% premium over the closing price on 5 October 2023 and a 52.3% premium over the 3-month VWAP on 5 October 2023
Intervest's Supervisory Board and Management Board unanimously support and recommend the Offer and believe it is in the best interest of all stakeholders
With support of TPG, Intervest will be more resilient and benefit from a supportive shareholder granting access to additional resources to execute on its strategic plan and achieve long-term and sustainable growth
TPG has filed the Offer through European Real Estate Holdings NV, an entity controlled by TPG Real Estate Partners
Intervest Offices & Warehouses NV (Euronext Brussels: INTO) ("Intervest" or the "Company") announces that TPG Real Estate Partners ("TPG" or the "Bidder"), the real estate equity investment platform of TPG, the alternative asset management firm, has filed an all-cash conditional voluntary public takeover offer (the "Offer") to acquire, through European Real Estate Holdings NV, a fully controlled entity of TPG, all outstanding shares of Intervest that it does not yet own1 .
The proposal offers Intervest shareholders a 100% cash consideration of €21.00 per Intervest share, providing immediate value to Intervest's shareholders at a significant premium to the Company's recent trading levels, subject to certain conditions as set out below. The Offer has support from two of the Company's shareholders who have provided irrevocable undertakings to tender their shares which, together with TPG's existing ownership, represent 10.09% of the existing shares.
The Company believes that having TPG as a supportive shareholder would allow Intervest to operate with more leeway to execute its strategic plan and pursue growth across its platform. Despite the Company's highly attractive logistics portfolio, its more modest scale relative to its peers, its non-strategic offices, and its current debt ratio have put pressure on the stock market valuation, particularly in a challenging market environment. While these factors have restricted its ability to grow, the Company expects that TPG will provide Intervest with access to long-term capital, expertise, and resources to execute its strategic plans,
1 TPG already owns 1.01% of shares in Intervest
2 Pro forma figure based on H1 2023 reported, adjusted for the impact of the ILWS transaction (944.649 of new shares issued, c. €13.0m equity strengthening)
Intervest announces a conditional voluntary public tender offer on all its outstanding shares by TPG
Regulated information – Inside information, 17 October 2023, 6:30 pm
hence further growth. The Company's Management team welcome TPG's support in building a robust development pipeline and pursuing high-quality acquisition opportunities.
The Supervisory Board and Management Board unanimously support and recommend the Offer and believe it is in the best interest of all stakeholders of the Company.
"We are pleased that TPG recognizes the value and quality of our portfolio, the dedication of our team and the future growth opportunities for the Company. We believe this transaction represents the best path forward for our Company," said CEO Joël Gorsele. "TPG has significant experience growing and scaling leading European logistics platforms, bringing to Intervest a robust network in the pan-European logistics market and a complementary vision for how to support and grow our platform for the long-term. We are excited for the opportunity to partner with TPG to enable Intervest's next phase of growth."
"The board unanimously supports the Offer from TPG, which offers immediate liquidity to our shareholders at a significant premium and is in the best interest of all stakeholders in the current challenging market environment," said Chairwoman Ann Smolders.
"Intervest is a high-quality platform led by a best-in-class management team that invests in logistics properties strategically located across Belgium and the Netherlands," said Michiel Celis, Business Unit Partner with TPG Real Estate. "Working together, we see an opportunity to continue to grow Intervest's presence across its new and existing markets, strategically selling down its small, non-core office portfolio and further establishing its position as a leading operator of high-quality logistics real estate."
The Offer is subject to the following conditions:
Full details of the Offer will be included in a formal prospectus to be published once approved by the FSMA. In addition, the Supervisory Board will in accordance with Belgian takeover rules publish a response memorandum to the prospectus, once approved by the FSMA.
Lazard acted as sole financial advisor to the Supervisory Board and Management Board of Intervest, Allen & Overy acted as legal counsel to the Supervisory Board and Management Board of Intervest.
Intervest announces a conditional voluntary public tender offer on all its outstanding shares by TPG
Regulated information – Inside information, 17 October 2023, 6:30 pm
This press release constitutes an 'advertisement' within the meaning of article 31, §1 of the Belgian law of 1 April 2007 on public takeover bids. Intervest Offices & Warehouses, having its registered office at Uitbreidingstraat 66, 2600 Antwerp (Belgium), is a public Regulated Real estate company, incorporated under Belgian law and listed on Euronext Brussels. This press release contains forward-looking information, forecasts, beliefs, opinions and estimates prepared by Intervest Offices & Warehouses, relating to the currently expected future performance of Intervest Offices & Warehouses and the market in which Intervest Offices & Warehouses operates. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the forwardlooking statements will not be achieved. Investors should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in, or implied by, such forward looking statements. Such forwardlooking statements are based on various hypotheses and assessments of known and unknown risks, uncertainties and other factors which seemed sound at the time they were made, but which may or may not prove to be accurate. Some events are difficult to predict and can depend on factors on which Intervest Offices & Warehouses has no control. Statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. This uncertainty is further increased due to financial, operational and regulatory risks and risks related to the economic outlook, which reduces the predictability of any declaration, forecast or estimate made by Intervest Offices & Warehouses. Consequently, the reality of the earnings, financial situation, performance or achievements of Intervest Offices & Warehouses may prove substantially different from the guidance regarding the future earnings, financial situation, performance or achievements set out in, or implied by, such forward-looking statements. Given these uncertainties, investors are advised not to place undue reliance on these forward-looking statements. Additionally, the forwardlooking statements only apply on the date of this press release. Intervest Offices & Warehouses expressly disclaims any obligation or undertaking, unless if required by applicable law, to release any update or revision in respect of any forward-looking statement, to reflect any changes in its expectations or any change in the events, conditions, assumptions or circumstances on which such forward looking statements are based. Neither Intervest Offices & Warehouses, nor its representatives, officers or advisers, guarantee that the assumptions underlying the forwardlooking statements are free from errors, and neither of them makes any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved.
Intervest Offices & Warehouses NV (referred to hereafter as "Intervest") is a public regulated real estate company (RREC) under Belgian law, founded in 1996, of which the shares have been listed on Euronext Brussels (INTO) since 1999. Intervest invests in logistics real estate in Belgium and The Netherlands and in office buildings in Belgium. Investments are focused on up-to-date buildings and sustainable (re)development projects, located in strategic locations, with an eye on cluster formation and is aimed at first-rate tenants. The logistics segment of the portfolio in Belgium is located on the Antwerp - Brussels - Nivelles, Antwerp - Limburg - Liège, and Antwerp - Ghent - Bruges axes and, in the Netherlands, on the Moerdijk - 's Hertogenbosch - Nijmegen, Rotterdam - Gorinchem - Nijmegen and Bergen-op-Zoom - Eindhoven - Venlo axes. The office segment of the real estate portfolio focuses on the central cities with an important student population of Antwerp, Mechelen, Brussels and Leuven and their surroundings. Intervest distinguishes itself in renting space by going beyond merely renting m². The company goes beyond real estate.
Intervest Offices & Warehouses NV, Joël Gorsele, ceo Vincent Macharis, cfo T. + 32 3 287 67 87 [email protected] https://www.intervest.eu/en
VAT: BE0458623918 RPR Antwerpen
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