ADLER Real Estate AG (XTRA:ADL) signed a merger agreement to acquire all shares in A.D.O. Group Ltd. (TASE:ADO) for ILS 2.8 billion on September 23, 2019. ADLER is offering all ADO Group shareholders ILS 100 per share. The transaction will be funded with combination of a rights issue, fully guaranteed and backstopped by ADLER anchor shareholders, cash from disposals of non-yielding assets and financial debt. Following this acquisition ADLER will hold a 33% stake in ADO Properties. Several major shareholders of ADO Group with a collective voting power representing 52% of the voting rights in ADO Group have entered into binding agreements to cast their votes in favor of the merger at the necessary shareholder meeting.

The transaction is subject to a majority approval at ADO Group's shareholder meeting, ADO Group is under the obligation to sell shares of its subsidiary ADO Properties and thereby holding not more than 33% in ADO Properties, a condition precedent necessary for ADLER not to be required to launch a mandatory takeover offer for all outstanding shares in ADO Properties upon closing of the merger, clearance by the competent merger control authorities and other customary and statutory closing conditions. As on November 7, 2019, target shareholders approved the transaction. As of November 25, 2019, ADO received irrevocable undertakings from a number of institutional entities in Israel to purchase from ADO an aggregate amount of up to 2.2 million shares of ADO Properties. The closing of the merger is expected in December 2019. As of November 13, 2019, the transaction is expected to complete between December 8, 2019 to December 10, 2019, which is 30 days after the EGM as required by the Israeli law.

JPMorgan is acting as exclusive financial advisor and sole provider of acquisition financing for ALDER in context of this transaction. Freshfields Bruckhaus Deringer is acting as legal counsel advising ADLER on German merger, corporate law and the debt financing, Meitar Liquornik Geva Leshem Tal on Israeli M&A, Arendt&Medernach on Luxembourg corporate and securities laws and Norton Rose Fulbright is advising on the equity financing.

ADLER Real Estate AG (XTRA:ADL) completed the acquisition of A.D.O. Group Ltd. (TASE:ADO) on December 10, 2019.