Sponda Plc agreed to merge with a corporation owned by funds advised by Blackstone Group LP affiliates in a roughly €1.76 billion deal.
The corporation, Polar Bidco Sarl, will make a voluntary recommended public tender offer to acquire all issued and outstanding shares in Sponda for a cash consideration of €5.19 per share, which is a 28.1% premium to the three-month volume-weighted average price of Sponda shares on Nasdaq Helsinki Ltd. up to and including June 2.
Under the two's combination agreement signed June 5, the Finnish company has the right to pay a dividend of up to 12 cents per share before the tender offer is completed, and the offer price will be adjusted downward on a euro-for-euro basis if any dividends are paid out.
Sponda's board has unanimously decided to recommend Sponda shareholders to accept the tender offer.
Roughly 46.9% of the company's shares — held by Mercator Invest Ab, HC Fastigheter Holding Oy Ab and Varma Mutual Pension Insurance Co. and Sponda President and CEO Kari Inkinen — have irrevocably been committed to accept the tender offer, subject to certain conditions.
The deal is subject to necessary regulatory approvals, permits and consents, including competition clearances, as well as Polar Bidco winning control of more than 90% of Sponda's issued and outstanding shares and voting rights.
Polar Bidco intends to publish a detailed tender offer document on or about June 12. The offer period for the deal is expected to commence on or about June 13, with an initial expiration set for July 14. Polar Bidco maintains the right to extend the offer period from time to time, according to the offer's terms and conditions.
The release noted that Blackstone has acquired control of more than €4 billion of properties in the Nordic region since 2015, of which more than €1 billion are located in Finland.
Polar Bidco appointed Goldman Sachs International and Nordea Bank AB (publ) Finnish Branch as financial advisers, and Nordea Bank AB also serving as arranger in relation to the tender offer outside the U.S. It also appointed Goldman Sachs & Co. LLC as dealer manager for the tender offer within the U.S. and White & Case LLP as legal adviser.
Sponda, meanwhile, appointed UBS Ltd. as financial adviser and Castrén & Snellman Attorneys Ltd. as legal adviser.