At announcement, the Offer values each Kungsleden share at SEK 124.90 and the Offer's total value is approximately SEK 26,860 million.3
The Offer consideration consists of a combination of shares in Castellum and cash. Castellum offers each shareholder in Kungsleden the following (the "Base Case Consideration"):
In respect of 70 percent of the number of Kungsleden shares tendered by such shareholder: 0.525 shares in Castellum per Kungsleden share, and
in respect of the remaining 30 percent of the number of Kungsleden shares tendered by such shareholder: SEK 121.00 in cash per Kungsleden share.
Castellum offers the shareholders in Kungsleden a so-called mix & match facility, whereby each shareholder in Kungsleden, subject to the restrictions set out below, may elect to receive as much share consideration as possible or as much cash consideration as possible for their Kungsleden shares (the "Mix & Match Facility"). In aggregate, up to a total of 79,028,043 shares in Castellum will be issued as consideration in the Offer, and up to a total of approximately SEK 7,806 million will be paid in cash.4 This proportion between shares and cash will not be varied as a result of individual elections made under the Mix & Match Facility. In order for individual shareholders in Kungsleden to receive a higher proportion of a certain requested consideration alternative under the Mix & Match Facility, other shareholders must have made reverse elections to a corresponding extent.
The Offer represents a premium of:
18.0 percent compared to Kungsleden's EPRA NRV5 per share of SEK 105.88 as of 30 June 2021.
21.2 percent compared to Kungsleden's EPRA NTA6 per share of SEK 103.02 as of 30 June 2021.
7.5 percent compared to the closing price of Kungsleden's share on Nasdaq Stockholm on 30 July 2021 (the last trading day prior to the announcement of the Offer).
12.5 percent compared to the volume-weighted average share price of Kungsleden's share on Nasdaq Stockholm during the last 30 trading days up to and including 30 July 2021 (the last trading day prior to the announcement of the Offer).
19.8 percent compared to the volume-weighted average share price of Kungsleden's share on Nasdaq Stockholm during the last 90 trading days up to and including 30 July 2021 (the last trading day prior to the announcement of the Offer).
The board of directors of Kungsleden unanimously recommends the shareholders of Kungsleden to accept the Offer. The recommendation is supported by a fairness opinion provided by Handelsbanken Capital Markets ("SHB").
Gösta Welandson (through companies), Ilija Batljan (through a company) and Olle Florén (directly and through companies), which together are representing approximately 26.0 percent of the outstanding share capital and votes in Kungsleden have irrevocably undertaken to accept the Offer.
Rutger Arnhult, representing approximately 21.4 percent of the outstanding share capital and votes in Castellum, has undertaken to, at the extraordinary general meeting to be held in Castellum, vote in favour of authorising the board of directors to issue shares in Castellum as consideration for the Offer.
Corem Property Group AB ("Corem"), representing approximately 3.3 percent of the outstanding shares and votes in Castellum, has expressed its support for and is positive to the Offer. Corem has therefore expressed its intention to, at the extraordinary general meeting of Castellum, vote in favour of the proposal to authorise the board of directors to issue shares in Castellum to be used as consideration in the Offer.
The acceptance period in the Offer is expected to commence on or around 30 September 2021 and end on or around 29 October 2021.
Castellum reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. In the event that Castellum, after the acceptance period, declares the Offer unconditional and extends the acceptance period, it will for practical reasons not be possible to cater for elections made under the Mix & Match Facility with regard to acceptances received after the initial acceptance period. Shareholders in Kungsleden accepting the Offer during a potential extension will thus receive the Base Case Consideration in the Offer, consisting of 70 percent shares in Castellum and 30 percent cash.
3 The total value of the Offer is based on the closing price of Castellum's shares of SEK 241.10 per share on Nasdaq Stockholm on 30 July 2021, and 215,042,296 shares in Kungsleden. Shares held by Kungsleden have not been included when calculating the value of the Offer (currently 3,361,006 shares).
4 Based on full acceptance in the Offer. At a lower acceptance level, the number of shares to be issued, and the total amount of cash to be paid, will be reduced proportionately to maintain the aggregate proportions of shares in Castellum and cash to be paid in the Offer.
5 EPRA Net Reinstatement Value; Reported equity including recognised liability/asset for interest rate swaps and deferred tax.
6 EPRA NTA – Net Tangible Assets; Reported equity after adding back reported asset/liability of interest rate derivatives and adjusted for the estimated fair value of deferred tax (3.7 percent for properties).
Rutger Arnhult, Chairman of the Board of Castellum, comments:
"Through the combination with Kungsleden, we strengthen our position as the leading Nordic listed commercial property company, with focus on the most interesting growth regions. Together, we create a company with a well-diversified property portfolio, a strong customer focus and an attractive project development portfolio. The real estate industry is going through a period of change, where size along with sustainable and innovative service development becoming more and more important. We are now creating a company with a property value of SEK 157 billion combined with a strong balance sheet, which together with a maintained rating enables attractive financing terms and thus enhanced competitiveness. The focus of the combined company is to continue creating shareholder value and to reach our long-term objective of an annual growth in profit from property management per share of 10 percent, with a maintained dividend of at least 50 percent of profit from property management. I welcome the shareholders of Kungsleden the opportunity to join this growth journey."
The Board of Directors of Kungsleden unanimously recommends the shareholders of Kungsleden to accept the public offer made by Castellum:
"Overall, the Board of Directors considers the Offer to correspond, in all relevant aspects, to Kungsleden's intrinsic value and future growth opportunities, as well as thereto related opportunities and risks. The Board of Directors further notes that the Consideration for the shares represents a premium of 18.0 percent compared to Kungsleden's EPRA NRV per share of SEK 105.88 as of 30 June 2021 and a premium of 7.5 percent compared to the closing price of Kungsleden's share on Nasdaq Stockholm on 30 July 2021," Kungsleden's board states.
In Castellum's press release, it is stated that following the completion of the Offer, the Board of Directors in Castellum will offer Biljana Pehrsson, CEO of Kungsleden, and Ylva Sarby Westman, Deputy CEO and CFO of Kungsleden, to become CEO and Deputy CEO, respectively, for the combined company. Kungsleden's Board of Directors takes a positive view on this, provided that the Offer is completed. In addition to participating in due diligence meetings, Kungsleden's CEO and Deputy CEO/CFO have not, in light of the above, participated in the handling of the Offer.