The properties, which have a total area of approximately 77,000 square meters, are fully let and generate annual rental income of just over SEK 110 million with an estimated operating net of approximately SEK 100 million. Access is expected to take place no later than February 2022.
The parties' intention is that the acquisition will be completed no later than 31 October 2021 and that Doxa will take over the properties as soon as possible, however no later than 28 February 2022. The acquisition will take place in company form and the purchase price will be determined by a customary calculation of the target company's equity. between the agreed property value for the properties and the book value of the properties per day for access to the target company and less deferred tax.
"With the current acquisition, we are already initially creating an attractive platform for our real estate operations with significant cash flow. We have for some time identified a number of opportunities to expand with complementary real estate investments and intend to manage a broad portfolio of assets that span several property segments and geographic submarkets in order to create an attractive risk-adjusted return over time," says Greg Dingizian, Doxa's Chairman of the Board.
The purchase price is intended to be paid by Doxa: i) issues a debenture to the seller of SEK 200 million, ii) issues 45 million shares in the company to the seller at a subscription price of SEK 9 per share, and iii) pays the remaining part of the purchase price to the seller .
The subscription price for the newly issued shares has been determined through a negotiation between the company and the seller and is 6.8 percent higher than the volume-weighted average share price of SEK 8.43 for the company's share on Nasdaq First North Growth Market during a period of ten trading days. the conclusion of the letter of intent.
The Board considers that part of the purchase price is intended to be paid in newly issued shares in Doxa in the best interests of Doxa and the shareholders. In addition to enabling the acquisition, it also establishes a connection with the seller, who will continue to manage the Properties in the event that the Acquisition is carried out. The Board believes that the seller is well placed to contribute with significant insight and knowledge about the properties, which is expected to be useful to Doxa. Overall, the Board believes that payment in newly issued shares contributes to creating value for the company's shareholders.
In connection with the signing of the letter of intent, the seller has undertaken not to negotiate with anyone other than Doxa until 31 October 2021 regarding the transfer of the target company's shares, properties, or operations.
For the acquisition, the usual conditions apply to the screening of the target company, the subsidiaries and the properties and that the parties agree on all conditions for the acquisition.
If the acquisition is completed, it will be Doxa's first property acquisition and thus a further step towards the new business focus. The completion of the acquisition may therefore require Doxa to undergo a renewed listing process on Nasdaq First North Growth Market.
Fredersen Advokatbyrå AB is the legal advisor to Doxa Aktiebolag in the transaction.