Alternative asset management firm TPG’s real estate equity investment platform TPG Real Estate Partners has filed a formal notice with the Belgian Financial Services and Markets Authority (FSMA), through European Real Estate Holdings NV, a fully controlled entity of TPG, for an all-cash voluntary and conditional public takeover offer for all the outstanding shares that it does not yet own of Intervest Offices & Warehouses NV.
Intervest is a Belgian logistics and office REIT and registered real estate company (RREC) under Belgian law.
TPG has offered to acquire Intervest for €21.00 per share.
The proposal offers Intervest’s shareholders 100% cash consideration of €21.00 per Intervest share, providing certain and immediate value at a significant premium to the company’s recent trading levels and equity research analysts’ consensus estimates. The offer has support from two of the company’s key shareholders who have provided irrevocable undertakings to tender their shares which, together with TPG’s existing ownership, represent 10.09% of the existing shares.
The offer price represents a 52.2% premium over the closing share price on October 5, 2023, the last day prior to suspension of trading in the Intervest share by the FSMA on October 6, 2023, as well as 47.8% over the last 1-month VWAP, +52.3% over the last 3-month VWAP, and +38.9% over the last 6-month VWAP.
The supervisory board and management board unanimously support and recommend the offer and believe it is in the best interest of all stakeholders of the Company.
“We are pleased that TPG recognizes the value and quality of our portfolio, the dedication of our team, and the future growth opportunities for the Company. We believe this transaction represents the best path forward for our Company,” said Joël Gorsele, CEO of Intervest. “TPG has significant experience growing and scaling leading European logistics platforms, bringing to Intervest a robust network in the pan-European logistics market and a complementary vision for how to support and grow our platform long-term. We are excited for the opportunity to partner with TPG to enable Intervest’s next phase of growth.”
“The board unanimously supports the offer from TPG, which offers immediate liquidity to our shareholders at a significant premium and is in the best interest of all stakeholders in the current challenging market environment,” said Ann Smolders, Chairwoman of Intervest.
“Intervest is a high-quality platform led by a best-in-class management team that invests in logistics properties strategically located across Belgium and the Netherlands,” said Michiel Celis, Business Unit Partner with TPG Real Estate. “Working together, we see an opportunity to continue to grow Intervest’s presence across its existing and new markets, strategically selling down its small, non-core office portfolio and further establishing its position as a leading operator of high-quality logistics real estate.”
The offer is subject to the following conditions:
- A minimum acceptance threshold of 50% plus one Intervest share (including the 1.01% shareholding TPG already owns and the 9.07% shareholding for which irrevocable undertakings have been secured to date)
- Belgian Phase 1 merger control approval, and
- A customary material adverse change clause.
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