Brief: Adler Signs Merger Agreement To Acquire A.D.O. Group Ltd

Adler Real Estate AG

23/09/2019 06:49

Sept 23 (Reuters) - Adler Real Estate AG  ADLG.DE :
    * DGAP-ADHOC: ADLER REAL ESTATE AG: MERGER AGREEMENT SIGNED
TO
ACQUIRE ALL THE SHARES IN A.D.O. GROUP LTD FOR C. EUR 708M;
TRANSACTION WILL RESULT IN ADLER HOLDING 33% STAKE IN ADO
PROPERTIES S.A.
    * TRANSACTION WILL REDUCE ADLER'S PRO FROMA H1 LTV TO C.47%
ON A
FULLY-CONSOLIDATED BASIS ASSUMING COMPLETION OF PROPOSED SALE OF
A REAL ESTATE PORTFOLIO ANNOUNCED BY ADO PROPERTIES ON 16
SEPTEMBER 2019
    * SEVERAL MAJOR SHAREHOLDERS OF ADO GROUP WITH A COLLECTIVE
VOTING
POWER REPRESENTING 52% OF VOTING RIGHTS IN ADO GROUP HAVE
ENTERED INTO BINDING AGREEMENTS TO CAST THEIR VOTES IN FAVOR OF
MERGER AT NECESSARY SHAREHOLDER MEETING
    * MERGER AGREEMENT SIGNED TO ACQUIRE ALL SHARES IN A.D.O.
GROUP
LTD FOR C. EUR 708M; TRANSACTION WILL RESULT IN ADLER HOLDING
33% STAKE IN ADO PROPERTIES S.A.
    * ("ADLER") SIGNS AGREEMENT TO ACQUIRE 100% OF A.D.O. GROUP
LTD
("ADO GROUP")
    * TRANSACTION WILL BE FUNDED BY ACQUISITION FINANCE WHICH
ADLER
INTENDS TO REPAY BY BEGINNING OF 2020 THROUGH A COMBINATION OF A
RIGHTS ISSUE, FULLY-GUARANTEED AND BACKSTOPPED BYSEVERAL
EXISTING ADLER SHAR
    * SHAREHOLDERS HOLDING COMBINED 52% OF VOTING RIGHTS IN ADO
GROUP
HAVE ENTERED INTO BINDING COMMITTMENTS TO VOTE IN FAVOUR OF
MERGER
    * ADLER OFFERING ALL ADO GROUP SHAREHOLDERS EUR 25.75 (C.
ILS (NEW
ISRAELI SHEKEL) 100.00)^ 1  1  PER SHARE IN ADO GROUP FOR A
TOTAL EQUITY CONSIDERATION OF C. EUR 708 MILLION (C. ILS 2.75
BILLION)
    * CLOSING OF MERGER, WHICH IS EXPECTED IN DECEMBER 2019, IS
SUBJECT TO A MAJORITY APPROVAL AT ADO GROUP'S SHAREHOLDER
MEETING
    * THROUGH MERGER ADLER WILL ACQUIRE C.33% IN ADO PROPERTIES
SA
("ADO PROPERTIES")
    * CONSIDERATION REPRESENTS A 15% DISCOUNT TO ADO PROPERTIES
H1
2019 REPORTED EPRA NAV
    * TO BE FUNDED BY A COMBINATION OF A RIGHTS ISSUE,
FULLY-GUARANTEED AND BACKSTOPPED BY EXISTING ADLER SHAREHOLDERS,
CASH FROM DISPOSALS OF NON-YIELDING ASSETS AND FINANCIAL DEBT
    * BB RATING POST-CLOSING OF TRANSACTION EXPECTED TO BE
AFFIRMED

Source text for Eikon:  urn:newsml:reuters.com:*:nEQbbsVrxa
Further company coverage:  ADLG.DE 

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