The board of Italy's Beni Stabili SpA SIIQ, including the independent directors, approved the execution of the agreement to merge with France's Foncière des Régions.
Foncière des Régions, which holds roughly 56.74% of Beni Stabili's share capital, is offering 8.5 of its shares for every 1,000 Beni Stabili shares.
Beni Stabili's board convened an extraordinary shareholders' meeting for Sept. 5 to approve the deal.
The two diversified real estate investment trusts are aiming to establish a bigger footprint in Italy, with a focus on Milan's prime offices.
Foncière des Régions plans to assign all of Beni Stabili's current assets and liabilities, including stakes in Beni Stabili units and in Central SICAF SpA, to a permanent establishment in Italy, following the effectiveness of the merger.
Prior to the approval of the merger, Beni Stabili will grant the holders of its 0.875% convertible bonds due 2021 a right to prematurely convert the bonds, and shareholders who abstain, absent or dissent during the Sept. 5 meeting will be given a withdrawal right, according to a release.
The merger is expected to be effective no later than Dec. 31.
Lazard Srl is acting as independent adviser to Beni Stabili and has also issued a fairness opinion on the shares exchange ratio.
