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Company Information/Mergers - Acquisitions - Takeovers 
 
St Helier Jersey / Channel Islands - 
 
  Atrium's Independent Committee and Gazit Globe announce proposed merger for 
    EUR3.63 per Atrium share in cash, subject to Atrium shareholder approval 
 
Jersey, 18 October 2021 - The Independent Committee of the Board of Directors 
(the "Independent Committee") of Atrium European Real Estate Limited (VSE/ 
Euronext: ATRS), ("Atrium" or the "Company") and the board of directors of Gazit 
Hercules 2020 Limited ("Newco"), which is an indirect wholly-owned subsidiary of 
Gazit-Globe Ltd ("Gazit") are pleased to announce that they have signed a 
definitive merger agreement for a recommended cash acquisition (the 
"Acquisition") of the entire issued and to be issued ordinary share capital of 
Atrium that is not already owned directly or indirectly by Gazit or its 
affiliates for cash at a price of EUR3.63 per Atrium share (the "Offer Price"), 
including a payment in the amount of EUR3.03 per share in cash paid by Gazit 
(the "Cash Offer Price") and EUR0.60 per share by way of a cash dividend paid by 
the Company (the "Special Dividend"). 
 
In addition to the increase of the Offer Price, the Independent Committee has 
also negotiated that Atrium shareholders are entitled to receive the pro-rata 
funds from operations less maintenance capital expenditure generated between the 
date of the last dividend payment and completion of the Acquisition (the 
"AFFO"). Shareholders will receive both the Offer Price and the AFFO. 
 
The Acquisition is to be implemented by means of a statutory merger between the 
Company and Newco under Part 18B of the Companies (Jersey) Law 1991, as amended 
(the "Merger"). 
 
The Offer Price reflects an increase of EUR0.28 per share or 8.4% compared to 
the initial proposal of Gazit of EUR3.35 per share submitted on 2 August 2021 
(the "Initial Proposal") as well as the inclusion of additional dividends 
payable up to closing, reflective of AFFO. The Offer Price also implies a 23.9% 
premium to the unaffected share price as of 30 July 2021 (EUR2.93 per share), a 
22.3% premium to the 30-day volume weighted average price (VWAP) to 30 July 2021 
(EUR2.97 per share) and a 23.9% premium to the 90-day VWAP to 30 July 2021 
(EUR2.93 per share), being the last trading day prior to announcement of the 
Initial Proposal. 
 
"The Offer Price represents an attractive opportunity for Atrium's minority 
shareholders to monetize their holdings in the Company at a significant premium 
to the unaffected share price," says Neil Flanzraich, Chairman of the 
Independent Committee. "Today's agreement is the result of weeks of intense 
negotiations with Gazit, during which the Independent Committee negotiated three 
increases from Gazit's Initial Proposal and is subject to, among other things, 
approval by the majority of the voting rights exercised by Atrium's minority 
shareholders that vote at the EGM. The Independent Committee, having received an 
opinion from its financial advisor that the financial terms of the offer are 
fair to Atrium's minority shareholders, believes that the Acquisition is in the 
best interests of Atrium's minority shareholders and unanimously recommends that 
the minority shareholders of Atrium vote in favour of the Acquisition." 
 
"Atrium has a high-quality portfolio of properties, predominantly in Poland and 
the Czech Republic, with the majority of its portfolio value located in the 
capital cities of Warsaw and Prague and will further advance Gazit's strategy to 
become a dominant player in high-density and high-barriers to entry urban 
markets. Atrium's outstanding team of professionals will undoubtedly contribute 
to the Company's success going forward. Gazit has been a supportive investor in 
the Company for over a decade and will continue to support the Company's 
strategy of expanding in the residential for rent sector in major urban markets. 
Gazit's strong available liquidity and access to capital will allow Atrium to 
take advantage of new investment opportunities in its core markets. With a 
portfolio of approximately EUR2.5 billion of real estate properties owned by 
Atrium, this transaction will advance Gazit's strategy to becoming a fully- 
integrated real estate operating company and increasing Gazit's privately held 
real estate portfolio. Upon completion of the transaction, approximately 85% of 
Gazit's assets, on an expanded-solo basis, will be privately held real estate" 
said Chaim Katzman, Founder and Chief Executive Officer of Gazit Globe Ltd. 
 
Protection for minority shareholders 
In the negotiation of the Merger, the Independent Committee conducted an arm's 
length process to safeguard the interests and the rights of the Company's 
minority shareholders, resulting in an agreement which includes a number of 
provisions to protect the interests of minority Atrium shareholders. 
 
Among these, the Independent Committee ensured that the views of the minority 
shareholders will be given appropriate weight by negotiating with Gazit that the 
Acquisition shall be conditional upon the approval of a majority of the voting 
rights exercised by Atrium shareholders that vote at the EGM (as defined below) 
excluding Gazit and its affiliates (that is, a majority of the votes of the 
Company's minority shareholders that vote at the EGM must be cast in favour of 
the Merger). 
 
In the event the Independent Committee receives a proposal from a third party 
which the Independent Committee determines, acting reasonably and in good faith, 
to be more beneficial to the Company and its shareholders (a "Superior 
Proposal"), the Independent Committee has discretion to withdraw its 
recommendation of the Acquisition in favour of the Superior Proposal. If this 
takes place, Gazit has confirmed to the Independent Committee that it will duly 
consider any Superior Proposal in good faith. Since the announcement of the 
Initial Proposal, the Independent Committee has not received any third-party 
proposals. 
 
Special dividend 
The Offer Price is to be paid in cash. Prior to the effective date of the 
Merger, the Company expects to pay the Special Dividend to all holders of Atrium 
shares on the Special Dividend Record Date of EUR0.60 per Atrium Share in 
connection with the Merger, provided the Merger has been approved by Atrium 
shareholders at the EGM (as defined below). The Offer Price payable by Newco 
will be reduced by such Special Dividend. 
 
Fairness opinion 
The Independent Committee has received a fairness opinion from UBS as to the 
financial terms of the Merger, subject to the terms and conditions set out 
therein. Having taken into account the advice received, the Independent 
Committee unanimously recommends that Atrium shareholders vote in favour of the 
Merger. 
 
Publication of circular and notice of general meeting 
Full details of the Merger, including terms and conditions to the implementation 
of the Merger, will be set out in a shareholder circular which is expected to be 
published by the Company within 4 weeks of this announcement ("Shareholder 
Circular"). 
 
The Shareholder Circular shall include an expected timetable of principal events 
in relation to the Merger and a notice of meeting in respect of an extraordinary 
general meeting of shareholders ("EGM") which is expected to take place in 
December 2021. The EGM is required to enable Atrium shareholders to consider, 
and if thought fit, vote in favour of the resolution to approve the Merger 
(amongst other ancillary matters). Subject to the conditions of the merger being 
met, including receiving support of the majority of the minority of Atrium 
shareholders that vote at the EGM, the transaction is expected to close in early 
2022. 
Advisors 
 
UBS is acting as financial adviser and fairness opinion provider to the 
Independent Committee with Allen & Overy LLP as international legal adviser and 
Appleby as Jersey law legal advisers to the Independent Committee. 
Goldman Sachs Israel LLC is acting as financial adviser to Gazit and Newco with 
Kirkland & Ellis International LLP as international legal adviser and Ogier as 
Jersey law legal advisers to Gazit and Newco. 
 
Enquiries 
Doron Lavi Segelson, Investor Relations, Atrium European Real Estate: 
dlavi@aere.com 
 
Or Ackerman, Investor Relations, Gazit Globe Ltd.: oackerman@gazitgroup.com 
 
FTI Consulting Inc.: +44 (0)20 3727 1000 
Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis: 
scatrium@fticonsulting.com 
About Atrium European Real Estate 
Atrium is a leading owner, operator and redeveloper of shopping centres and 
residential for rent apartments in Central Europe. Atrium specializes in locally 
dominant food, fashion and entertainment shopping centres in the best urban 
locations. Atrium owns 26 properties with a total gross leasable area of over 
809,000 sqm and with a total market value of approximately EUR2.5 billion. These 
properties are located in Poland, the Czech Republic, Slovakia and Russia, and 
with the exception of one, are all managed by Atrium's internal team of retail 
real estate professionals. In February 2020 Atrium announced a strategy to 
diversify its portfolio by investing in and managing residential for rent real 
estate, with a primary focus on Warsaw. 
 
The Company is established as a closed-end investment company incorporated and 
domiciled in Jersey and regulated by the Jersey Financial Services Commission as 
a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange 
and the Euronext Amsterdam Stock Exchange. Appropriate professional advice 
should be sought in the case of any uncertainty as to the scope of the 
regulatory requirements that apply by reason of the above regulation and

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