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Growthpoint revealed as bidder for GPT Metro, resubmits offer

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Growthpoint revealed as bidder for GPT Metro, resubmits offer

GrowthpointProperties Australia confirmed that it was the previouslyundisclosed bidderfor GPT Metro Office Fund,and that it is submitting a renewed bid after the target company's revaluation.

Growthpoint disclosed in an April 5 release that itsubmitted an initial bid for GPT on March 3, which prompted GPT Metro toundertake an independent revaluation of its property portfolio, which came outto A$439.3 million as of March 31.

Growthpoint then formally withdrew its offer on March 18,after being informed of the revaluation.

The company said it has reviewed the revaluation and that itdoes not present any particularly impactful information. Growthpoint also notedthat it submitted the initial offer following the release of both companies'half year results to facilitate comparable valuations in assessing theproposal. The benefits of the merger deal— such as improved portfolio size anddiversification, management alignment and increased liquidity— remained thesame, irrespective of the valuation.

Growthpoint has therefore renewed and resubmitted theproposal on April 5. The offer implies a A$2.31 consideration per GPT Metrounit, up from A$2.30 apiece in the earlier offer. Growthpoint is offering0.3736 of its own securities for every GPT Metro security plus A$1.15 per-unitin cash.

GPT Metro unit holders have the option to exchange theirunits with the standard consideration or through the maximum scrip or cashconsiderations.

Growthpoint intends to fund the cash component of the dealthrough its existing debt facilities, and GPT Metro's debt will either remainthe same or refinanced from Growthpoint's A$373 million debt headroom as atDec. 31, 2015.

The company noted that it will seek an exclusivity periodand that the current proposal reflects an expression of interest and is notintended to constitute a legally binding offer.

Growthpoint has engaged Goldman Sachs Australia Pty. Ltd.and Herbert Smith Freehills as its respective financial and legal advisers forthe proposed transaction.

As of April 4, US$1was equivalent to A$1.31.