The real estate fund Hines European Real Estate Partners III (HEREP III) and Grupo Lar, through its vehicle Grupo Lar Retail Investments, have launched a takeover bid to acquire 100% of the shares of Lar España through Helios RE. Helios RE is 62.5% owned by HEREP III and the remaining 37.5% by Grupo Lar Retail Investments.
As reported to the Comisión Nacional del Mercado de Valores (CNMV), the proposed offer is 8.10 euros per share, valuing the share capital of Lar España at approximately 678 million euros. This offer implies a premium of 16% over the closing price of the share the day before the announcement, 17% over the weighted average price (VWAP) of the last month, and 25% over the dividend-adjusted weighted average price (VWAP) of the last six months.
The offer is aimed at 89.85% of the ordinary shares of Lar España, excluding those belonging to Grupo Lar and Miguel Pereda Espeso, who will contribute their shares to the offeror company after the liquidation.
Acceptance of the offer is conditional upon reaching a minimum acceptance threshold that grants control to the offeror, the current scope of the assets remaining unchanged and there being no significant variations in the net debt/cash position with respect to the last financial information published at the end of the first quarter of 2024.
The consortium will finance the offering with a mix of equity and external debt, which has been fully underwritten by recognised banks. The intention is to optimise Lar España's capital structure, raising the leverage to approximately 60% LTV.
It is mentioned that the offer price over Lar España's NAV (Net Asset Value) implies a discount of 20%; this is 10 percentage points above the implied discount at which Lar España is currently trading (a 31% discount to NAV), and 10 percentage points above the average discount at which Lar España has traded over the last 12 months (40%).
Morgan Stanley and AZ Capital are acting as financial advisors, while Freshfields Bruckhaus Deringer and Garrigues are providing legal advice to the consortium.
