Henderson Park Real Estate Management Ltd. said it agreed to acquire Green REIT PLC for roughly €1.34 billion.
The price reflects a valuation of the Irish office real estate investment trust's issued and to be issued shares at €1.9135 apiece, or 4.9% higher than Green REIT's closing price on Aug. 13.
The transaction will be carried out through Henderson Park affiliate HPREF Dublin Office Bidco Ltd.
Green REIT's independent directors, nonindependent directors Stephen Vernon and Pat Gunne and entities related to them, as well as the REIT's investment manager, representing roughly 6.16% of the company's issued share capital as of Aug. 13, have committed to vote in favor of the deal during the scheme meeting and of the related resolutions in the extraordinary general meeting.
The acquirer plans to use a combination of equity financing from Henderson Park funds and an acquisition facility from entities advised by affiliates of Blackstone Group Inc. to fund the transaction.
Green REIT's independent committee has unanimously recommended the transaction.
Green REIT's directors will resign, and its shares will cease to trade on Euronext Dublin and the London Stock Exchange following the completion of the acquisition.
The deal is expected to be implemented in November, subject to approval from Green REIT shareholders and necessary regulatory authorizations.
J.P. Morgan Cazenove is the lead financial adviser and corporate broker to Green REIT. Davy serves as joint financial adviser and corporate broker, while CBRE Indirect Investment Services Ltd. is the REIT's property adviser.
Eastdil Secured and Wells Fargo Securities act as financial advisers to Henderson Park.