ADO/Adler merger on track after 83% of Adler shareholders back deal

ADO Properties, the Berlin-focused residential company pursuing a friendly takeover of Adler Real Estate, has received 82.82% acceptances from Adler shareholders.

At the end of the acceptance period on 6 March, Adler shareholders had tendered almost 60 million shares.

The public tender result should see the deal to create a pan-German listed residential company with a portfolio valued at €8.6 bn now go through smoothly.

When the two companies unveiled their merger proposal in December, Adler’s biggest shareholders had pledged acceptances of 52%. However a number of ADO’s shareholders pushed back against the deal, suggesting it was a bad one for ADO’s minority shareholders.

Some of them did not want what was a pure-play Berlin company to lose its focus and others had concerns about the level of leverage the merged company would have.

ADO Properties said the transaction created significant value for all shareholder groups and will position the new company favourably for further accretive growth. In relation to the Berlin rent caps, ADO stressed the opportunity to position itself throughout Germany.

‘Ultimately, shareholders in the combined company will benefit from enhanced liquidity in its shares with a free float market capitalization of approximately EUR 1.8 billion and will be a MDAX candidate after closing’, a statement said.

Remaining Adler shareholders will be able to tender their shares at an unchanged exchange ratio of 0.4164 to new ADO shares during an additional acceptance period to start on 12 March and run to 25 March.

ADO added that the combined company is expected to have an investment grade credit rating profile. A €500 mln rights issue to strengthen the balance sheet is proposed after closing.


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