CTP N.V. signed a Business Combination Agreement to acquire Deutsche Industrie REIT-AG from a group of shareholders for approximately 670 million.
CTP N.V. (ENXTAM:CTPNV) signed a Business Combination Agreement to acquire Deutsche Industrie REIT-AG (XTRA:JB7) (DIR) from a group of shareholders for approximately 670 million on October 26, 2021. Under the transaction, CTP intends to offer a cash consideration in the amount of 17.12 per DIR Share. As voluntary alternative consideration available at the discretion of each accepting shareholder, CTP intends to offer five new shares in CTP ("Offer Shares") in exchange for four DIR Shares (equivalent to 1.25 shares in CTP for each DIR Share tendered). CTP intends to acquire full ownership of and to integrate DIR into its business and they have signed a business combination agreement for the same. CTP and DIR have agreed that DIR shall apply for delisting from the Berlin and Frankfurt Stock Exchanges before the end of the additional acceptance period of the Offer. Transaction not subject to any closing conditions. DIR's management board and supervisory board fully support the Offer and will recommend their shareholders to accept the Offer for the Share Consideration. Merger of DIR into CTP will subject to shareholder approval. Shareholders in DIR representing more than 56% of its share capital and voting rights, including DIR Shares held directly and indirectly by its Chief Executive Officer Rolf Elgeti, have committed their formal support for the Offer and, in particular, circa 44% for acceptance of the Share Consideration. Offeror entered into agreements with irrevocable undertakings for the acceptance of the offer for the Share Consideration for 13,978,085 DIR Shares in total (i.e., approximately 43.57% of the current share capital and voting rights of DIR). The business combination is intended to be concluded in the first half of 2022. Offer will close on January 6, 2022. CTP shareholders to benefit from immediate EPRA EPS accretion from DIR's yielding portfolio. As of January 11, 2022, additional offer period announced which will expire on January 25, 2022.
Kempen & Co Corporate Finance B.V. acted as financial advisor, Carsten Berrar, Konstantin Technau, Michael Rosenthal, Max Birke, Constantijn Voogt, Gaby Smeenk, Maarten van der Weijden of Sullivan & Cromwell LLP and De Brauw Blackstone Westbroek N.V. acted as legal advisors and Flick Gocke Schaumburg Gmbh WirtschaftsprÜFungsgesellschaft acted as accountant to CTP N.V. VICTORIAPARTNERS GmbH acted as financial advisor and Noerr LLP as legal advisor to Deutsche Industrie REIT-AG. Noerr team includes Holger Alfes, Laurenz Wieneke, Julian Schulze De la Cruz, Stephan Schulz, Florian-Felix Marquardt.