In a new letter to the board of Atrium European Real Estate, minority shareholder Icamap says it will vote against Gazit's takeover offer and urges minority shareholders to do likewise.
Following a survey revealing that 92% of investors were in favour of the bid, Icamap's managing director Harm Meijer complained that the survey excluded the opinion of vocal shareholders who are against the takeover and reiterated his conviction that the offer is 'unfair' and 'unacceptable' and that it significantly undervalues the company.
Icamap, which holds a 1.38% stake in Atrium, already voiced written objections to the offer in early September.
Since then, Meijer argues, the EPRA Developed Europe index has gone up by 5.2%. Taking into account this bounce and the loss of two quarterly dividends, the bid premium is not 18% but only a meagre 8.4%.
'The Independent Committee apparently believes that selling at a large discount of 25.7% (or 28.4% including the impact of two missed dividends) to the H1 2019 reported EPRA Net Asset Value (NAV) per share of €5.05, which is based on external independent real estate appraisers, is a good deal for minority shareholders and that the process was fair. We struggle to understand their reasoning and believe they are not acting in line with their fiduciary duty,' he wrote in the letter.
He continues: 'We strongly hope that this announced transaction does not set a precedent in listed real estate. We reiterate that the current proposal is unfair and Icamap again advises the board of Atrium to withdraw or renegotiate its recommendation for the proposal of Gazit.'
Gazit's offer for Atrium will only succeed if it manages to obtain backing by investors representing no less than 75% of voting rights.
Earlier this month, Atrium's independent committee of the board of directors said it continues to recommend a €3.75 per share cash bid received by Tel Aviv-listed Gazit Globe following an unsuccessful process to find a superior offer.
Icamap was founded in 2014 by former Unibail-Rodamco CEO Guillaume Poitrinal.
Tel Aviv-listed Gazit Globe, the majority shareholder in shopping centre owner and developer Atrium European Real Estate for the past 11 years, announced plans last month to take full control of the listed, CEE-focused company and make it private. Gazit chairman Chaim Katzman told PropertyEU that the move underlined its faith in Atrium’s retail strategy in Warsaw and Prague, while also taking advantage of a year-long decline in the European firm’s share price. Gazit owned 60.1% of Atrium, which is listed on the Vienna and Amsterdam Euronext stock exchanges.
‘There is no doubt that there is a negative sentiment towards retail stocks in Europe right now,’ said Katzman. ‘But we believe that Atrium’s assets are resilient and have potential for future growth – even if we are alone in that thinking. We hope we’re not wrong.’
Atrium owns 34 shopping centres in Central and Eastern Europe (CEE) with a value of around €3 bn, 85% of which derives from assets in Poland and Czech Republic, with the rest in Slovakia and Russia. However, investor fears about the impact of e-commerce and global headwinds affecting the retail trade have seen Atrium’s share price slide by 16% over the last year.