As expected after the board of Spanish REIT/SOCIMI Axiare approved a takeover offer by peer Colonial, a majority of its shareholders accepted by the bid close Friday. Colonial now controls 87% of the firm, below the threshold for a shareholder squeeze-out.
“The takeover bid launched by Inmobiliaria Colonial for 100% of Axiare Patrimonio share capital has been accepted by 45,912,569 shares, representing 81.55% of the (remaining) stock,” Spanish regulator CNMV announced Friday. “As a result, the bid has had a positive outcome since the number of shares in the acceptance declarations exceeded the minimum .. of 16,769,180.”
Launched in November, Colonial's bid stipulated an acceptance minimum of 50% plus one share. The group in 2016 acquired a small stake in Axiare and stocked up last year to 28.79% by buying from various senior shareholders. Though it stopped short of acquiring 30% to avoid sparking an obligatory full bid it then decided to go ahead with a cash offer of €18.36 per share that valued Axiare at €1.45bn. Axiare's board voted in favour of the offer last month, CEO Luis Alfonso Lopez de Herrera-Oria also said he would accept it for his own equity.
The CNMV announced additional acceptances totalling 58.07% of Axiare outstanding equity. Colonial added separately: "After the settlement .. the stake of Colonial will reach 86.86% of Axiare's share capital, therefore the squeeze-out rights cannot be exercised as the conditions .. have not been fulfilled." Axiare shareholders can neither require the forced purchase of their stock, nor can Colonial oblige them to do so.
Colonial manages some €8.6bn of office properties in Spain, mainly in Madrid and Barcelona, but also in Paris CBD via its controlling stake in French REIT/SIIC Société Foncière Lyonnaise. Adding in Axiare's €1.7bn of Spanish commercial real estate, 74% of which is office, the merged company will run well over €10bn of assets. It is likely that Colonial will sell off the Axiare holdings of logistics and retail spread through the rest of the country.