Hansteen Holdings PLC agreed to be bought by Potter UK Bidco Ltd., a newly formed company indirectly owned by investment funds advised by The Blackstone Group Inc. affiliates for 116.5 pence per share.
The cash acquisition values the London-based industrial real estate investment trust's entire issued and to be issued ordinary share capital at around £500 million on a fully diluted basis. This represents a 10.3% premium based on the closing price of Hansteen shares on Dec. 17.
The price will be reduced should Hansteen pay any dividend or other return of capital on or after Dec. 18.
The directors of Hansteen consider the terms of the offer fair and reasonable, and intend to recommend unanimously that shareholders vote in favor of it at the court meeting and the related resolutions at their general meeting. The meetings are scheduled to be held in early February 2020.
The acquisition is expected to become effective in the first quarter of 2020, subject to certain conditions, including the approval of at least 75% of shareholders voting at the respective meetings.
The acquisition offers an opportunity to expand Mileway, Blackstone's pan-European last-mile logistics real estate company, James Seppala, head of Blackstone Real Estate Europe, said. Hansteen will be integrated into the platform following the acquisition.
Simpson Thacher & Bartlett LLP is the legal adviser, while Rothschild & Co serves as financial adviser to Blackstone and Bidco.
Jones Day serves as legal adviser and Peel Hunt is the financial adviser to Hansteen.