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The Offer:
- Chicago Holding offers SEK 100.25 in cash per Class A and Class B share in Stendörren (the “Offer Price”)[3], valuing all outstanding shares in Stendörren to approximately SEK 2,823 million[4].
- The Offer represents a premium of:
- 3.8 per cent compared to the closing price of SEK 96.6 for the Class B share on Nasdaq Stockholm on 26 November 2018, being the last trading day prior to the announcement of the Offer;
- 9.7 per cent compared to the volume-weighted average price of SEK 91.3 for the Class B share on Nasdaq Stockholm, during the last 20 trading days up to and including 26 November 2018;
- 23.5 per cent compared to the volume-weighted average price of SEK 81.2 for the Class B share on Nasdaq Stockholm, during the last 12 calendar months up to and including 26 November 2018;
- 0.25 per cent compared to Stendörren’s EPRA NNNAV (actual net asset value) per ordinary share of SEK 100.0 as of 30 September 2018; and
- 4.5 per cent compared to the book value of equity per ordinary share of SEK 95.9 as of 30 September 2018.
- 3.8 per cent compared to the closing price of SEK 96.6 for the Class B share on Nasdaq Stockholm on 26 November 2018, being the last trading day prior to the announcement of the Offer;
- No commission will be charged to those who tender shares in connection with the Offer.
- Kvalitena AB (publ), Förvaltningsaktiebolaget Hummelbosholm, Knut Pousette, Hans Lycketorp and Seth Lieberman (the “Sellers”) have agreed to sell their shares in Stendörren, which in aggregate represent approximately 50.06 per cent of the voting rights in Stendörren. In addition, Kvalitena AB (publ) has issued a call option to EQT Real Estate covering shares representing 0.99 per cent of the voting rights in Stendörren. The agreements are subject to receipt of necessary regulatory approvals. See further section “Agreements to sell shares and call option”.
- An offer document detailing the Offer is expected to be made public on this day and the acceptance period is expected to commence on or around 28 November 2018 and end on or around 19 December 2018.
- The Offer is made as if it was a mandatory offer and is only conditional upon receipt of necessary regulatory approvals
"Stendörren is an attractive real estate company which owns, manages and develops industrial and logistics properties located in the Greater Stockholm and Mälardalen areas. EQT Real Estate has followed Stendörren over a long period of time and appreciate the strong and stable development of Stendörren. The large number of unutilized building rights provides an opportunity to further develop the portfolio, which is in line with EQT Real Estate’s strategy of investing into development assets."
Two of the Board members of Stendörren, Knut Pousette and Seth Lieberman (who is also a member of the investment committee of EQT Real Estate ), have, through share purchase agreements, agreed to sell their shares to Chicago Holding, which means that they are disqualified from the Board of Directors of Stendörren in dealing with issues relating to the Offer, in compliance with the Takeover Rules issued by Nasdaq Stockholm. The Board of Directors of Stendörren has therefore set up a Bid Committee, consisting of the Board members Jenny Wärmé, Helena Levander, Hans Runesten, Andreas Philipson and Carl Mörk, which deals with issues related to the Offer.
Chicago Holding has agreed with Kvalitena AB (publ), Förvaltningsaktiebolaget Hummelbosholm, K. Pousette, H. Lycketorp and S. Lieberman (the “Sellers”) to acquire in aggregate 7,356,773 shares in Stendörren, representing 26.13% of the total number of shares and 50.06% of the total number of voting rights in Stendörren. The purchase price for the shares is equal to the Offer Price. The agreements to sell and purchase the shares are only subject to receipt of necessary regulatory approvals.
In addition, Kvalitena AB (publ) has issued a call option to Chicago Holding covering 500,000 Class B-shares in Stendörren, representing 1.78% of the total number of shares and 0.99% of the total number of voting rights in Stendörren.
DNB Markets, a part of DNB Bank ASA, Sweden Branch, (“DNB Markets”) and Danske Bank A/S, Denmark, Sweden Branch ("Danske Bank"), are acting as financial and capital markets advisors to EQT in connection with the Offer. Linklaters Advokatbyrå AB is acting as legal advisor to EQT Real Estate in connection with the Offer. In addition, EQT Real Estate has retained ÅF Infrastructure AB as technical advisor, Skeppsbron Skatt AB as tax advisor and Alvarez & Marsal Nordics AB as financial advisor.
