Under the terms of the enhanced offer, Entra shareholders are offered a fixed NOK 190 per Entra share, delivered as NOK 123.50 (65 percent of the total consideration) in cash and NOK 66.50 (35 percent) in new SBB Class B Shares.
Thee Offer Price of NOK 190 per Entra share represents a premium of 45.4 percent compared to Entra’s volume-weighted average share price during the three months to 23 November 2020; 32.2 percent to Entra’s closing share price on 23 November 2020 and 15.0 percent to the all-time high closing share price for Entra in the period prior to SBB’s initial offer announced on 24 November 2020.
The Offer Price further represents a 18.8 percent premium to the EPRA Net Asset Value of Entra as at 30 September 2020 and a premium of NOK 5 per Entra share relative to the EPRA Net Reinstatement Value of NOK 185 per Entra share implied by Entra’s portfolio revaluation announced on 9 December 2020, which was 14.2 percent higher than the EPRA NRV as at 30 September 2020.
SBB's CEO Ilija Batljan:
“We firmly believe our offer constitutes the most attractive proposal for Entra shareholders given its superior premium combined with 65% settlement in cash and a highly certain share consideration which also allows Entra shareholders to continue benefiting from the upside of a strong industrial combination. The combination has a differentiated and strong industrial logic that will benefit all stakeholders. Together we will be stronger and even better positioned to offer flexible and competitive arrangements for our tenants, and our employees will find interesting job opportunities in a larger and more diversified group. We would be delighted to join forces with Entra, and we are certain that the combined entity will have a very exciting future as we are building the leading social infrastructure company in Europe and the most sustainable real estate company in the world.”
Entra shareholders are offered NOK 190 per Entra share, which will be delivered as a combination of NOK 123.50 in cash and a number of newly issued SBB Class B Shares that represent a value of NOK 66.50, resulting in a 65% Cash Consideration and 35% Share Consideration mix.
Further, Entra Shareholders will be offered a mix and match facility, whereby each Entra shareholder, subject to certain restrictions, may elect to receive as much cash consideration or as much share consideration as possible for the tendered shares in Entra, as described in the Combined Offer Document.
The share component of the offer is denominated as a fixed value per Entra share and the number of SBB Class B common shares that will be delivered under the Share Consideration will be calculated based on the volume-weighted average share price of the SBB Class B Share during the last three trading days before the Enhanced Offer is declared unconditional by SBB, and based on the SEK/NOK exchange rate of Norges Bank on the last of these three trading days. SBB reserves the right to settle the share-based consideration under the offer, in whole or in part, using cash.
Entra states in a release: Shareholders are advised to refrain from taking any action in respect of their shares in the company which may be prejudicial to their interests, and to exercise caution when dealing in the shares of the company.
Entra also adds that there can be no certainty that any offer will be completed.