FONCIERE DE PARIS SIIC PRESS RELEASE
Paris, March 4th, 2016.
The Supervisory Board of Foncière de Paris SIIC met on March 4th, 2016 in order to analyse the terms and conditions of the project of the public takeover bid of Eurosic on Foncière de Paris.
This takeover project will be based on an alternative offer in which the shareholders will have the possibility:
Or to tender their shares to the public exchange offer and receive Eurosic shares or bonds redeemable into Eurosic shares («OSRA») (on the basis of 24 shares or OSRA Eurosic new shares for 7 shares Foncière de Paris SIIC, corresponding to the Triple Net Asset Value exchange rate («NAV») as at December 31st, 2015 ex-dividend) ;
Or to tender their shares to the cash public offer at the price of €136 per share after the payment of 2015 dividend of €9 per share.
The holders of the Foncière de Paris OSRA will have the possibility:
To tender their OSRA to a mix offer : 216 OSRA Eurosic and a cash payment of €684.11 for 49 OSRA Foncière de Paris SIIC ;
To tender their OSRA to a cash public offer at the price of €188.82 per OSRA Foncière de Paris SIIC.
The public offer is subject i) to the approval of the Competition Authority and ii) to the approval of the Extraordinary Shareholder Meeting of Eurosic to issue new shares and new OSRA in order to finance the shares Foncière de Paris which will be tendered to the public offer.
The Supervisory Board, unanimously approved the perspective of this merger project which would create a major tertiary real estate actor, in particular on the Parisian market, in the interest of all the parties, in particular the shareholders and the employees of Foncière de Paris SIIC. The Supervisory Board authorized the signature of a protocol with Eurosic in order to organize, among other points, the collaboration between the two companies in the perspective of their merger.
The Supervisory Board noted that the price proposed by the public offer project of €136 per share after the payment of a dividend of €9 per share, represents a premium of respectively 29.9%, 32.6% and 32.6% on the 1 month, 3 months and 6 months stock prices (weighted by volumes) as at March 4th, 2016. The exchange rate of the Share Public Offer (24 shares Eurosic for 7 shares Foncière de Paris SIIC) is based on Triple Net Asset Value after the payment of the dividend of the two companies.
In line with the article 261-1 of AMF Ground Rules (Règlement général de l'AMF), the Supervisory
Board mandated Cabinet BDO, represented by Monsieur Michel Léger, as Independent Expert. On the basis of his report, the Supervisory Board will deliver its opinion on the public offer of Eurosic.
The Supervisory Board thanks the Executive Committee and the teams of Foncière de Paris SIIC for their work these past few years to enhance the value of the real estate portfolio of the Company.
Foncière de Paris is listed on Euronext Paris stock since1987 (ISIN code: FR0000034431) under Real Estate FTSE classification.
www.fonciere-de-paris.fr
François Thomazeau / Olivier Riché / Arnaud Pomel
Séverine Farjon - farjon@foncieredeparis.fr -Phone: +33 (0)1 53 70 77 77
Foncière de Paris SIIC SA issued this content on 04 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 March 2016 12:43:12 UTC
Original Document: http://www.fonciere-de-paris.fr/uploads/fdp-pr-eurosic-04-03-2016.pdf
