An independent committee of Atrium European Real Estate Ltd.'s board said it continues to unanimously recommend that the company's shareholders approve its proposed cash buyout by Gazit-Globe Ltd. despite some concerns by minority shareholders.
The Israel-based company recently declared its €3.75-per-share offer for Atrium as final, saying it does not plan to increase the offer price.
The reaffirmation of the offer came after Letko Brosseau & Associates Inc., Atrium's second-largest shareholder, said the proposed deal is "unacceptable" to minority shareholders and that it will vote against it.
In making the recommendation, the Atrium independent committee said the transaction will be carried out by way of a scheme of arrangement under Jersey law, on which neither Gazit nor its affiliates will be able to vote. The move is aimed at making sure that the opinion of Atrium's minority shareholders is factored in appropriately.
The proposed transaction can only succeed if approved by a majority in number of the independent shareholders, present and voting at a court meeting, whether in person or by proxy, representing not less than 75% of the total voting rights voted at the meeting.
Shareholders will vote at a court meeting and a general meeting to be held Oct. 25.