TPG makes takeover offer for Intervest Offices & Warehouses

US-headquartered TPG Real Estate Partners has made an all-cash offer to buy the remaining shares it does not already control in one of Belgium’s leading office and warehouse REITs.

TPG’s offer for Euronext Brussels-listed Intervest Offices & Warehouses is pitched at €21.00 per share, a 52.5% premium to the closing share price on October 5 and 38.9% above levels for the last six months.

Historically, shares in the REIT reached a notable peak back in March 2007 at €30 a share. The last peak was reached in April 2022 at €28.25 before halving since then to around €14.

The company, which has a market cap of €461 mln, celebrated 20 years of being a public property company in 2019. It first listed in Brussels in 1999 just three years after launching. In 2015, it switched focus to logistics real estate. In 2017 it took its first steps into The Netherlands. 

Some 50% of the portfolio is logistics in Belgium, while 25% is Dutch logistics, and 25% offices. Occupancy rates are running at 93% across the entire portfolio, including 100% occupancy of the Dutch properties. Tenants include the likes of Estee Lauder, Biocartis, ASML, and Jan de Rijk Vastgoed. 

TPG has already received binding agreements enabling it to buy shares from two key shareholders. Together with TPG’s existing 1.01% stake, this means the US firm controls 10.09%.

The offer is subject to customary conditions, including a minimum acceptance threshold of 50% plus one Intervest share, including the 1.01% shareholding TPG already owns and the 9.07% shareholding for which irrevocable undertakings have been secured to date.

In a statement, TPG – which is being advised by BNP Paribas, KBC Securities, CBRE, and Freshfields Bruckhaus Deringer - said a takeover at this point would allow Intervest to ‘operate with greater flexibility to execute its strategic plan’ and ‘pursue growth across its platform'.

‘Despite Intervest’s highly attractive logistics portfolio, its more modest scale relative to its peers, non-core offices, and higher debt ratio have put pressure on the stock market valuation.’

‘While these factors have restricted its ability to grow, the partnership with TPG will provide Intervest with access to long-term capital, expertise, and resources to unlock growth, supporting the company’s management in expanding its logistics portfolio through development and acquisitions while continuing the patient, strategic sell-down of its office portfolio.’

The supervisory board and management board have unanimously backed and recommended the offer.

Joël Gorsele, CEO, said: ‘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. 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 long-term. We are excited for the opportunity to partner with TPG to enable Intervest’s next phase of growth.’

Michiel Celis, business unit partner at TPG Real Estate, said: 'Working together, we see an opportunity to continue to grow Intervest’s presence across its existing and new 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.’

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