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  Disclosed inside information pursuant to article 17 Market Abuse Regulation 
  (MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution. 
  The issuer is responsible for the content of this announcement. 
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Company Information/Mergers - Acquisitions - Takeovers 
17.10.2021 
 
St Helier Jersey / Channel Islands - 
  Atrium's Independent Committee and Gazit Globe announce proposed merger for 
                        EUR3.63 per Atrium share in cash 
 
Ad hoc announcement - Jersey, 18 October 2021, Atrium European Real Estate 
Limited (VSE/ Euronext: ATRS) ("Atrium" or the "Company" and together with its 
subsidiaries, the "Group"), a leading owner, operator and redeveloper of 
shopping centres and retail real estate in Central Europe, announces that the 
Independent Committee of the Board of Directors (the "Independent Committee") of 
Atrium and the board of directors of Gazit Hercules 2020 Limited ("Newco"), 
which is an indirect wholly-owned subsidiary of Gazit-Globe Ltd ("Gazit"), 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 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 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 is approved by Atrium 
shareholders at the EGM (as defined below). The Offer Price payable by Newco 
will be reduced by such Special Dividend. 
 
The Independent Committee has received a fairness opinion from UBS AG London 
Branch 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. 
 
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 (i.e excluding 
Gazit and its affiliates) of Atrium shareholders that vote at the EGM, the 
transaction is expected to close in early 2022. 
 
The shares of the Company are currently listed and admitted to trading on the 
Amsterdam Stock Exchange and the Vienna Stock Exchange and will be delisted from 
both stock exchanges after the effective date of the Merger. 
 
A more detailed announcement will be published and made available on the 
Company's website shortly after this announcement. 
 
Further information: 
Doron Lavi Segelson: dlavi@aere.com 
 
Press & Shareholders: 
FTI Consulting Inc.: +44 (0)20 3727 1000 
Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis: 
scatrium@fticonsulting.com [scatrium@fticonsulting.com] 
 
About Atrium European Real Estate 
Atrium is a leading owner, operator and redeveloper of shopping centres and 
retail real estate 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 
listings. All investments are subject to risk. Past performance is no guarantee 
of future returns. The value of investments may fluctuate. Results achieved in 
the past are no guarantee of future results. 
 
 
 
 
Further inquiry note: 
For further information: 
FTI Consulting Inc.: 
+44 (0)20 3727 1000 
Richard Sunderland 
Claire Turvey 
Richard.sunderland@fticonsulting.com 
 
end of announcement                         euro adhoc 
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Attachments with Announcement: 
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http://resources.euroadhoc.com/documents/279/0/10800413/1/21_10_18_AERE_Merger_Agreement_ad_hoc_announcement_FINAL.pdf

(END) Dow Jones Newswires

October 18, 2021 01:00 ET (05:00 GMT)