ADLER Group S.A.: Increases stake in Consus to c.94%, cementing swift business integration
DGAP-News: Adler Group S.A. / Key word(s): Mergers & Acquisitions
ADLER Group: Increases stake in Consus to c.94%, cementing swift business integration
- ADLER Group increases majority stake in Consus from c.65% to c.94%
- Significant benefits via integration and streamlining of group structure and uniform corporate identity
- Voluntary public tender offer no longer to be pursued
Berlin, 14 December 2020 - ADLER Group S.A. ("ADLER") continues to make progress on the integration of Consus Real Estate AG ("Consus") into the Group. ADLER acquired further 46,780,535 Consus shares in exchange for new 12,724,303 ADLER shares by way of a capital increase against contribution in kind. The new ADLER shares are being issued at an exchange ratio of 0.272 new ADLER shares for each Consus share in line with ADLER's previous communication.
The Consus shares were acquired under share purchase agreements entered into with multiple Consus shareholders. After completion of the transaction, ADLER will have increased its majority stake in Consus from c.65% to c.94%. Consus had previously concluded a separation from its former shareholder Christoph Gröner, who is also not a shareholder of ADLER following this transaction.
Against this background, ADLER is currently not pursuing the planned voluntary public tender offer in the form of an exchange offer to all Consus shareholders. However, ADLER may seek to further increase its shareholding in Consus going forward.
ADLER expects an EPRA NAV per share of c.€43 after completion of the transaction, assuming the increased shareholding in Consus of c.94% (pro-forma based on Q3 2020 results). Maximilian Rienecker, Co-CEO of ADLER commented: "Based on the closing share price of last Friday this still leaves a sizeable discount of c.37% to NAV. Executing measures to cut this discount is the key goal for us."
The increase of ADLER's majority stake in Consus is a meaningful step to fully integrate Consus into the ADLER Group, giving ADLER full access and control of its build-to-hold pipeline. Simultaneously, it provides access to a highly experienced team capable of executing the development of these c.10,000 apartments, crystalizing significant value upside to all ADLER stakeholders.
As previously communicated, the acquisition of Consus will generate significant additional operating and refinancing synergies which will further contribute to NAV upside from development of build-to-hold projects in the medium-term, as well as additional future development profit from projects to be sold.
And lastly, as a step forward towards further integration of Consus, ADLER will support additional measures including the rebranding of Consus to achieve an uniform corporate identity.
This release is not and may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of ADLER in the United States of America, Australia, Canada, Japan or any other jurisdiction in which such offer, sale or solicitation is unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities referred to herein may not and will not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by ADLER that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. ADLER does not assume any obligation to update, and does not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.
|Company:||Adler Group S.A.|
|Phone:||+352 278 456 710|
|Fax:||+352 203 015 00|
|Indices:||SDAX, FTSE EPRA/NAREIT Global Index, FTSE EPRA/NAREIT Developed Europe Index, FTSE EPRA/NAREIT Germany Index|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; London, Luxembourg Stock Exchange, SIX|
|EQS News ID:||1154801|
|End of News||DGAP News Service|