US group Brookfield Asset Management (Brookfield) is to launch a voluntary public takeover offer for Alstria office REIT in an operation valuing the German office property landlord at €3.5 bn.
The €19.50 per share cash offer implies a gross asset value for Alstria of €5 bn, and represents a premium of 6.8% to the last reported EPRA NTA (€ 18.26 per share as of September 30, 2021) and 17.3% to the closing share price on November 3, 2021 (€ 16.62).
The management board and supervisory board of alstria have given their support to the offer.
‘The office sector is going through a fundamental transformation, driven among others by evolving occupier demand and decarbonization needs’ said Olivier Elamine, CEO of alstria. ‘There is substantial value for the Company to be anchored with a sophisticated shareholder with a longer-term investment horizon than public equity usually allows for, notably during a phase of substantial investment. Brookfield shares our views and understanding of both the challenges and opportunities that will be offered by the market transformation.’
‘Through this offer, we will provide alstria with a strong and reliable strategic partner that understands its business and can deliver the stability needed to support the Company’s next development stage’, said Brad Hyler, managing partner and head of European Real Estate at Brookfield. ‘As a long-term shareholder of alstria, we have a strong relationship with the Management Board and we are excited about the opportunity to combine alstria’s prime German office portfolio, established operating platform and market-leading ESG credentials, with Brookfield’s global real estate operating expertise and vast real assets ecosystem, to enable the business to realize its full potential.’
Brookfield has committed to support the continued execution of the strategy of alstria in particular by reducing the annual dividend payment and re-invest excess cash by actively pursuing new value-add refurbishment and repositioning opportunities and accelerated assets rotation.
Brookfield also supports the incumbent Management Board of alstria and intends for the current members to continue managing the Company after the Offer closes.
Brookfield intends to file the offer document with the BaFin stock market authority in due course and the acceptance period is expected to commence in early December 2021. The Offer is subject to a minimum acceptance threshold of 50% plus one alstria share (including the shares already owned by Brookfield). The Transaction is expected to close in the first quarter of 2022.
The Management and Supervisory Board of alstria welcome Brookfield’s offer and believe that the transaction is in the interest of the Company. Subject to their review of the offer document, the Management and Supervisory Board intend to recommend that alstria’s shareholders accept the Offer.
Further information on the Offer will made available on the alstria website or by Brookfield.
UBS is acting as exclusive financial advisor and fairness opinion provider, Allen & Overy is serving as legal advisor, and Skadden as a tax advisor.