Bricks Acquisitions Limited (the “Offeror”), a corporation indirectly owned by the Goldman Sachs Group (“Goldman Sachs”), and ROBYG SA (“ROBYG”), one of the leading residential developers in Poland, have on 1st December 2017 entered into a transaction agreement pursuant to which the Offeror will launch a public tender offer to purchase all issued and outstanding shares in ROBYG on the Warsaw Stock Exchange (the “Tender Offer”).
In the Tender Offer, ROBYG shareholders will be offered a cash consideration of PLN 3.55 for each share in ROBYG (the “Offer Price”), representing an aggregate equity purchase price of approximately PLN 1,027m (approximately EUR 244m). The Offer Price represents a premium of 12.3% to the closing price of ROBYG’s shares on 30 November 2017, respectively 9.9% and 8.9% premium to 3- and 6-month volume-weighted averages, 18.3% premium to the latest capital increase on the basis of the resolution dated 6 June 2017 at PLN 3.00 per share and 42.6% to the closing price on 12 May 2015, the day preceding ROBYG’s announcement on starting the search for a strategic investor to ensure continued growth and stabilize its ownership structure.
Oscar Kazanelson, Chairman of the Supervisory Board of ROBYG, Alex Goor, Chairman of the Supervisory Board of Robyg Construction and Artur Ceglarz, Chief Financial Officer of ROBYG, together representing 10.2% of the share capital of ROBYG have irrevocably undertaken to tender their shares in the Tender Offer.
Commenting on the Tender Offer, Tavis Cannell, Partner in the Special Situations Group at Goldman Sachs said: “The acquisition of ROBYG represents an opportunity for Goldman Sachs to add value to a high quality real estate development platform, building on our local and global experience. We look forward to working alongside the management team to expand ROBYG, providing capital and expertise to support the long term success of ROBYG.”
Commenting on the Tender Offer, Oscar Kazanelson, Chairman of the Supervisory Board of ROBYG said: “Goldman Sachs is an ideal strategic partner through its significant capital resources, extensive industry knowledge and institutional experience. Goldman Sachs will effectively support ROBYG in cementing its position in the Polish residential market and fostering further growth and expansion. The Management Board is evaluating the Tender Offer and anticipates issuing a formal recommendation to ROBYG’s shareholders over the coming days.”
Completion of the Tender offer is subject to customary terms and conditions described in Tender Offer Document including anti-trust approval, gaining control of 66% of the shares issued, appointment of three Offeror’s nominees to the supervisory board of ROBYG, successful voting on amendment of ROBYG’s articles of association and the Offeror entering into a strategic agreement with ROBYG.
The subscription for the Tender Offer is expected to commence on or about 2nd January 2018 and expire on 2nd February 2018. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer.
The Offeror has appointed Goldman Sachs International as sole financial adviser and Greenberg Traurig Grzesiak as legal adviser. Pekao Investment Banking has been appointed as Tender Offer agent.
