Atrium shareholders defy directors to reject Gazit Globe's takeover bid

Atrium European Real Estate shareholders have rejected an offer to buy the company by Gazit Globe, the Israel-based shopping centre operator and developer.

In a vote held on Friday, shareholders voted 63.6% against the offer, with 36.4% in favour, from a total of 59,444,486 shares.

The result is a blow for the shopping centre developer's independent committee of board of directors, which had recommended Gazit’s cash bid of €3.75 per share.

Leading the rebellion against the offer was fund manager, Icamap. Managing director Harm Meijer blasted Gazit’s offer in a letter, vowing not to approve the offer he branded ‘unfair’ and ‘unacceptable’ and urging fellow shareholders to do likewise.

Icamap claimed the bid premium was not 18% but only a meagre 8.4%, with two missed dividends taken into account. He said the true per-share value was more than €5.

Gazit chairman Chaim Katzman told PropertyEU that his firm's offer represented a vote of confidence in Atrium's retail strategy. 

Talking to PropertyEU after Friday's vote, Icamap's Meijer said: ‘We are very happy about the result. We are reasonable, supportive people and not aggressive activists, but this offer was not good for shareholders, so we had to say something.

‘Now let’s see what happens next, but if nothing else we would like to have dividends reinstated because they didn’t pay a dividend in September and there is supposed to be a special dividend before year-end, as well as the December dividend.

'Atrium is a nice company and they should look at other ways to create value, for example by selling assets. A lot of time and energy has been wasted on this and to be honest it is a lesson in buying a company on the cheap; that it can really backfire.’

Responding to the rejection of his firm's offer, a 'disappointed' Katzman - who is founder and CEO of Gazit - insisted that the bid was fair.

He said: 'Gazit has been a principal investor in Atrium for 11 years and has, and continues to be, a strong supporter of the company’s strategy. Gazit will continue to support Atrium and its strategy going forward for the benefit of all shareholders.

'As part of our strategy to focus on assets located in high density urban markets and to increase the wholly owned real estate component in our portfolio, we offered a price which we believe was an attractive price for minority shareholders to monetize their investment in Atrium, while carrying out Gazit's strategy.

'Naturally, we are disappointed that our offer has not been accepted, however, we are also simultaneously pleased by the trust and support of Atrium shareholders in Atrium's value and management.'

Under the rules, Gazit cannot make another offer for Atrium for six months, unless a new bidder first comes forward with an offer.

PropertyEU has contacted Atrium for comment.

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