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Tuesday, September 17th, 2019

Geneba Announces Completion of Strategic Alternatives Process

Closed
by April 15, 2017 General

This is a joint press release by Geneba Properties N.V. (“Geneba” or
the “Company”), Catalyst RE Coöperatief U.A. (“Catalyst”), an affiliate
of The Capital Group Inc., and Frasers Centrepoint Limited (“FCL”,
SGX-ST), in connection with the sale by Catalyst of its stake in Geneba
to FCL or one of its affiliates (“Frasers Property”) and the recommended
offer by Frasers Property for all remaining issued and outstanding
depositary receipts representing shares in the capital of Geneba.
Geneba’s management board and supervisory board have agreed to support
and recommend such offer for acceptance to Geneba’s depositary receipt
holders. This announcement does not constitute an offer, or any
solicitation of any offer, to buy or subscribe for any securities. Any
offer will be made only by means of an information memorandum (the
“Information Memorandum”) which will be available, and subject to the
restrictions set forth therein. This announcement is not for release,
publication or distribution, in whole or in part, directly or
indirectly, in or into, the United States, Australia, Canada or Japan or
in any other jurisdiction in which such release, publication or
distribution would be unlawful.

Frasers Property agrees to acquire Geneba for a cash consideration of
approximately EUR 3.67 per depositary receipt

Transaction includes sale of Catalyst’s 86.56% stake in Geneba and
intended all-cash offer by Frasers Property for 13.44% free float at an
equal value per depositary receipt

Transaction highlights

  • Catalyst RE Coöperatief U.A. (“Catalyst”), an affiliate of The Capital
    Group Inc., has reached agreement with Frasers Property for the sale
    of its 86.56% stake in Geneba Properties N.V. (“Geneba”), conditional
    upon receipt of requisite consents (if any), merger control,
    regulatory and other relevant approvals (if any), at a price of
    approximately EUR 315.9 million in cash, subject to customary
    transaction costs and pre-closing adjustments as specified in the
    transaction agreements
  • In connection with the sale of Catalyst’s stake, Geneba and Frasers
    Property have reached agreement, conditional upon receipt of requisite
    consents (if any), merger control, regulatory and other relevant
    approvals (if any), on a recommended all-cash offer by Frasers
    Property for the remaining 13.44% depositary receipts in free float
    (the “Share Offer”) at an equal price per depositary receipt received
    by Catalyst. Assuming closing of the Catalyst 86.56% stake purchase on
    30 June 2017 and after adjusting for customary transaction costs and
    pre-closing adjustments, the price to be offered for the Share Offer
    is expected to be approximately EUR 3.67 per depositary receipt.
  • The offer is supported and recommended by the management board and
    supervisory board of Geneba.
  • Frasers Property will publish an Information Memorandum specifying,
    amongst others, the offer period, important dates and other relevant
    information.

Geneba announced today that it has completed the strategic alternatives
process commenced in December of 2016. As a result of the process,
Frasers Property has agreed to acquire Geneba for a cash consideration
of approximately EUR 3.67 per depositary receipt, assuming closing of
the Catalyst 86.56% stake purchase on 30 June 2017 and after adjusting
for customary transaction costs and pre-closing adjustments. Under the
terms of the transaction, Catalyst has entered into a conditional
agreement with Frasers Property for the sale of its 86.56% stake in the
Company for a consideration of EUR 315.9 million, which is subject to
customary costs and adjustments as specified in the transaction
agreements (the “Catalyst Share Sale”). Completion of the Catalyst Share
Sale is subject to customary closing conditions.

This Smart News Release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20170414005321/en/

  http://www.fraserscentrepoint.com/html/index.php

http://www.fraserscentrepoint.com/html/index.php

Furthermore, Geneba and Frasers Property have reached a conditional
agreement (the “Merger Protocol”) on a recommended all-cash offer for
all remaining issued and outstanding depositary receipts representing
shares of Geneba, at a price per depositary receipt equal to the price
received by Catalyst upon closing of the Catalyst Share Sale. The Share
Offer is intended to be launched after the closing date of the Catalyst
Share Sale.

Dr. Wulf Meinel, CEO of Geneba, said:

“Following the exploration of strategic alternatives announced in
December 2016, we are very pleased to have reached an agreement that is
in the interest of all our stakeholders and in particular represents
significant value creation for our shareholders. In a relatively short
time, Geneba has become a premier European commercial real estate
company with a focused and profitable portfolio of logistical and light
industrial properties that are mission critical to its tenants. The
company and its growth prospects would not have been possible without
the trust, continued support and expertise of Catalyst as well as the
support from our shareholder base. We are pleased to now partner with
Frasers Property, who have a deep and thorough knowledge of our business
and are supportive of our client focus and growth strategy.”

Gabriel de Alba, Chairman of the supervisory board of Geneba, said:

“In addition to achieving a significant premium for Geneba’s
shareholders, this transaction validates the strategic initiatives
undertaken by the Company’s management team, with dedicated support and
active operational involvement by Catalyst, to assemble a high-quality
portfolio of assets and build a strong management platform focused on
Logistics and Light Industrial Real Estate. Beginning with the 2014
recapitalization, Geneba built a disciplined growth platform and through
focused execution of its business plan is now able to deliver premium
value to shareholders.”

Panote Sirivadhanabhakdi, Group CEO of FCL, said:

“We are impressed with Geneba’s accomplishments in the European market
and look forward to exploring growth opportunities arising from the
combination of Frasers Property’s multi-geographical capabilities with
Geneba’s demonstrated local expertise.”

Offer price

Frasers Property has agreed, conditional upon receipt of requisite
consents (if any) merger control, regulatory and other relevant
approvals (if any), to acquire Geneba for a cash consideration of
approximately EUR 3.67 per depositary receipt, assuming closing of the
Catalyst 86.56% stake purchase on 30 June 2017 and after adjusting for
customary transaction costs and pre-closing adjustments (the “Offer
Price”).

Strategic rationale

Geneba has evolved over the past few years to become a market leading
platform in the Logistics and Light Industrial property segments in
Western Europe. It has not only proven its ability to source deals but
also to create significant value through active asset management while
maintained a robust capital structure.

Today, Geneba is in a prime position for further growth. The announced
transaction will provide the basis to execute the Company’s growth plan,
capitalising on the support of a leading global Real Estate institution
with significant expertise in the global Logistics and Light Industrial
property sector. Geneba will benefit from economies of scale as it
continues to deliver growth of its Logistics and Light Industrial
property portfolio.

The acquisition of Geneba is fully consistent with FCL’s strategy of
holding a high-quality property platform with immediate scale in Europe.

Recommendation by Geneba’s Management & Supervisory Board

Throughout the process, Geneba’s Management Board and Supervisory Board
(the “Boards”) have met on a frequent basis to discuss the progress of
the strategic alternatives process and the key decisions in connection
therewith.

The Boards have received extensive financial and legal advice and have
given careful consideration to all aspects of the Share Offer, including
strategic, financial, operational and social points of view.

After careful consideration, the Boards believe the Share Offer to be in
the best interest of Geneba and its stakeholders, including its
depositary receipt holders, and have agreed to support and recommend the
Share Offer for acceptance to Geneba’s depositary receipt holders.

Credit Suisse acted as exclusive financial adviser to Geneba and
Catalyst in relation to the sale of Geneba. On 15 April 2017, Credit
Suisse issued an opinion to the Management Board and Supervisory Board
of Geneba, as to the fairness to the holders of depositary receipts
representing shares of Geneba other than Catalyst, from a financial
point of view, of the cash consideration to be received by such holders
pursuant to the Share Offer. The opinion of Credit Suisse is given to
the Geneba Management Board and Supervisory Board, respectively and not
to the holders of depository receipts of Geneba. As such, the fairness
opinion does not contain a recommendation to the holders of depositary
receipts as to whether they should tender their depository receipts
under the Share Offer (if and when made).

Corporate Governance

As long as the Geneba depositary receipts are listed on NPEX, it is
agreed that the composition of the supervisory board of Geneba shall be
such that at least two supervisory board directors shall qualify as
independent under the Dutch corporate governance code.

Upon completion of the Catalyst Share Sale, the composition of the
Boards of Geneba is expected to be as follows:

Management Board

  • Mr. W. A. Meinel – CEO
  • Mr. T. M. de Witte – CFRO

Supervisory Board

The Supervisory Board will be composed of 7 members, 4 of which will be
independent as per Geneba’s articles of association. Subject to the
completion of the Catalyst Share Sale, one of the four current
independent members of the supervisory board of Geneba may, at the sole
discretion of Frasers Property, be replaced by a new independent member
at the nomination of Frasers Property. In addition, it is intended to
accept the resignation of the current Chairman and to appoint three
additional members to the Supervisory Board at the nomination of Frasers
Property.

Acquisition of 100% and delisting

It is the intention of Frasers Property to acquire 100% (one hundred per
cent) of the depositary receipts in Geneba.

In the event that Frasers Property acquires, alone or together with its
affiliates, 95% or more of the depositary receipts in Geneba (including
the depositary receipts already held by Frasers Property, alone or with
its affiliates), it shall as soon as possible initiate squeeze-out
proceedings as referred to in article 2:92a of the Dutch Civil Code.
Geneba shall provide Frasers Property with any assistance as may
reasonably be required. Furthermore, Frasers Property and Geneba aim to
terminate the listing agreement between Geneba and NPEX and the listing
of the depositary receipts as soon as possible.

Regardless of whether or not Frasers Property, after settlement of the
Share Offer, holds 95% or more of the depositary receipts, Frasers
Property may wish to effect or cause to effect a (cross-border) legal
merger or any other restructuring of Geneba and its group companies
after settlement of the Share Offer including transfer of corporate seat
and issuance of shares. Such a legal merger or restructuring will
require the prior written approval of Geneba’s supervisory board
including at least one independent supervisory board member. Frasers
Property shall give the supervisory board members the opportunity to
engage, for the account of Geneba at reasonable costs, their own
financial and legal advisors if and to the extent they believe that the
advice of such advisors is reasonably necessary to assist them in
reviewing and assessing any corporate restructuring or merger proposal
that comes before the supervisory board.

Offer Conditions

Frasers Property’s commitment to make the Share Offer is not subject to
any condition other than (to the extent such transfer has not yet
occurred when the Share Offer is made) the transfer by Catalyst of the
depositary receipts held by it to Frasers Property or one of Frasers
Property’s affiliates pursuant to the Catalyst Share Sale having
occurred. The Share Offer is not subject to a minimum acceptance level.
Frasers Property will fund the Share Offer from cash.

Superior Offer

In the event a bona fide third party offeror makes an offer which, in
the reasonable good faith opinion of the Boards, taking into account
certain considerations, is a more beneficial offer than the Share Offer,
and exceeds the Offer Price by at least an amount equal to 10% of the
equity value (a “Superior Offer”), Frasers Property will be given the
opportunity to match such offer within five business days. If (i) a
third party makes a Superior Offer and (ii) Frasers Property has not
increased the Offer Price to at least the price of the Superior Offer
within five business days, the Boards have the right, but are not
obliged to, withdraw their recommendation of the Share Offer in favour
of the Superior Offer. As part of the Merger Protocol, Geneba has
entered into customary undertakings not to solicit third party offers.

Indicative Timetable

Frasers Property intends to launch the Share Offer as soon as reasonably
possible, but not later than one month after the offer condition has
been satisfied (see paragraph Offer Conditions). Geneba will hold
an informative extraordinary general meeting of shareholders to discuss
the Share Offer at least six business days before the end of the
acceptance period.

Announcements, Information Memorandum and further information

Any further announcements in relation to the Share Offer will be issued
by press release. Any press release issued by Geneba will be made
available on Geneba’s website (www.geneba.com)
and any press release issued by Frasers Property will be made available
on Frasers Centrepoint Limited’s website (www.fraserscentrepoint.com).

Furthermore, Frasers Property will make available an Information
Memorandum, containing all relevant information regarding the Share
Offer. If and when the Share Offer Information Memorandum is available,
a press release will be issued. Digital copies of the Share Offer
Information Memorandum will be made available on the websites of Geneba
and Frasers Property. Copies of the Share Offer Information Memorandum
will also be available free of charge at the offices of Geneba.

Holders of depositary receipts are advised to review the Share Offer
Information Memorandum if and when available in detail and to seek
independent advice where appropriate in order to reach a reasoned
judgment in respect of the Share Offer and the content of the Share
Offer Information Memorandum. In addition, holders of depositary
receipts may wish to consult with their tax advisors regarding the tax
consequences of tendering their depositary receipts under the Share
Offer.

The information in this press release is not intended to be complete.
For further information explicit reference is made to the Share Offer
Information Memorandum. This Information Memorandum will contain further
details regarding the Share Offer.

Restrictions

The distribution of this press release may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe
these restrictions. To the fullest extent permitted by applicable law,
Geneba and Frasers Property disclaim any responsibility or liability for
the violation of any such restrictions by any person. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of that jurisdiction. Neither Geneba, nor Frasers
Property nor any of its advisors assumes any responsibility for any
violation by any person of any of these restrictions. Any shareholder
who is in any doubt as to its position should consult an appropriate
professional advisor without delay. This announcement is not to be
published or distributed in or to the United States, Australia. Canada
or Japan or in any other jurisdiction in which such release, publication
or distribution would be unlawful. Nothing in this press release
constitutes or is intended to constitute an invitation or offer to deal
in the securities of any of the entities referenced herein.

Forward Looking Statements

This press release may include “forward-looking statements”, including
statements regarding the transaction and anticipated consequences and
benefits of the transaction, the targeted close date for the
transaction, the intended financing, as well as language indicating
trends, such as “anticipated” and “expected.” These forward-looking
statements involve certain risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by
these statements. These risks and uncertainties include the receipt and
timing of necessary regulatory approvals. These forward looking
statements speak only as of the date of this press release. Frasers
Property and Geneba expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement
contained herein to reflect any change in the expectations with regard
thereto or any change in events, conditions or circumstances on which
any such statement is based. Although Frasers Property and Geneba
believe that the assumptions upon which their respective financial
information and their respective forward-looking statements are based
are reasonable, they can give no assurance that these assumptions will
prove to be correct. Neither Frasers Property, nor Geneba, nor any of
their advisors accepts any responsibility for any financial information
contained in this press release relating to the business or operations
or results or financial condition of the other or their respective
groups.

About Geneba

Geneba Properties N.V. is a European commercial real estate company that
commenced business in 2014 and is headquartered in Amsterdam, the
Netherlands. The Company owns and manages a property portfolio of
approximately EUR 540 million as of 28 February 2017 consisting of
long-term leased corporate real estate assets in Germany and the
Netherlands.

Geneba’s investment strategy focuses on corporate real estate assets
which serve its tenants on an operational basis, providing “a home to
their businesses”. The main investments targets are logistics and light
industrial buildings in Germany and the Netherlands. Geneba’s shares
trade at NPEX. Geneba is subject to the supervision of the Dutch
financial regulator, AFM. For more information: www.geneba.com.

AboutFrasers Centrepoint Limited (“FCL”)

FCL is a full-fledged international real estate company and one of
Singapore’s top property companies with total assets of S$25 billion as
at 31 December 2016. FCL has three strategic business units – Singapore,
Australia and Hospitality, which focus on residential, commercial,
retail and industrial properties in Singapore and Australia, and the
hospitality business spanning more than 80 cities across Asia,
Australia, Europe, and the Middle-East. FCL also has an International
Business unit that focuses on the Group’s investments in China,
Southeast Asia, and the United Kingdom.

FCL is listed on the Main Board of the Singapore Exchange Securities
Trading Limited (“SGX-ST”). FCL is also a sponsor and its subsidiaries
are the managers of three REITs listed on the SGX-ST, Frasers
Centrepoint Trust, Frasers Commercial Trust, and Frasers Logistics &
Industrial Trust that are focused on retail properties, office and
business space properties, and logistics and industrial properties
respectively, as well as one stapled trust listed on the SGX-ST, Frasers
Hospitality Trust (comprising Frasers Hospitality Real Estate Investment
Trust and Frasers Hospitality Business Trust) that is focused on
hospitality properties. For more information on FCL, please visit www.fraserscentrepoint.com.

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