Cibus has entered into a binding agreement for the contemplated acquisition of Forum Estates - completion of the transaction remains subject to closing conditions
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Cibus Nordic Real Estate AB (publ) ("Cibus" or the "Company") has today, following the board of directors' approval, entered into a binding agreement to acquire Forum Estates Holding BV ("Forum Estates"), including its property portfolio (the "Transaction"). The consideration in connection with the Transaction will be paid in newly issued shares in Cibus following a resolution by the Company's board of directors in accordance with the authorization granted by the extraordinary general meeting on 14 January 2025.
On 18 December 20241, Cibus announced that it contemplates to acquire all shares and a sufficient percentage of the subordinated loan receivables in Forum Estates, a Benelux-based owner and manager of grocery and daily goods properties with a portfolio of 149 properties and an underlying property value of approximately EUR 508 million. On 14 January 2025, Cibus' extraordinary general meeting resolved to authorize Cibus' board of directors to decide on an issue of new shares as consideration in connection with the Transaction.
Cibus has today, following approval by the board of directors, entered into a binding agreement to acquire Forum Estates with shareholders holding in total more than 65 percent of the shares in Forum Estates. Upon Cibus and the shareholders of Forum Estates entering into the binding agreement, Forum Estates' shareholders exercised the drag-along provision in Forum Estates' articles of association, which entails that Cibus will acquire 100 percent of the shares in Forum Estates.
The completion of the Transaction remains conditional upon customary closing conditions being fulfilled or waived by Cibus, including that lenders of a total of at least 90 percent of the outstanding subordinated loan receivables in Forum Estates undertake to contribute their receivables to Cibus. Contingent upon these closing conditions, completion of the Transaction is expected in the first quarter of 2025.
1 For further information on the Transaction, please refer to Cibus' press release dated 18 December 2024; "Cibus announces its first step in continental Europe through the contemplated acquisition of Forum Estates, Benelux, with an underlying property value of approx. EUR 508 m".
For further information, please contact:
Christian Fredrixon, CEO
[email protected]
+46 (0)8 12 439 100
Pia-Lena Olofsson, CFO
[email protected]
+46 (0)8 12 439 100
This press release contains information that Cibus Nordic Real Estate AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out above, at the time specified by Cibus' news distributor beQuoted at the time of publication of this press release.
Cibus is a real estate company listed on Nasdaq Stockholm Mid Cap. The company's business idea is to acquire, develop and manage high-quality properties in Europe with grocery retail chains as anchor tenants. The company currently owns about 500 properties in the Nordics. The largest tenants are Kesko, Tokmanni, Coop Sweden, S Group, Dagrofa, and Lidl.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced or distributed, should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to sell, acquire or subscribe for any securities issued by the Company in any jurisdiction where such offer or solicitation of offer would be unlawful or would require registration or any other measures.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus, information note or exemption document, for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), any national regulations in relation to the public offering of investment securities and the admission of investment securities to trading on a regulated market, or the Belgian Act of 1 April 2007 and the Belgian Royal Decree of 27 April 2007 on Public Takeover Offers, and has not been approved by any regulatory authority in any jurisdiction.
This announcement does not constitute a (public) offer to acquire or issue financial instruments, or any intention or publicity in relation thereto. Cibus does not intend to launch any public offer in relation to the contemplated transaction. Relevant investors will be contacted personally as part of a private offer. Any other investors are not allowed to participate in the negotiations in relation to the contemplated transaction. The sole purpose of this press release is to inform the market about the contemplated Transaction.
In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of Article 86(7) of the Financial Services and Markets Act 2000) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) "high net worth entities" falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for new shares Cibus must be made on the basis of all publicly available information regarding Cibus and its securities.
This press release does not constitute a recommendation for any investors' decisions regarding the Transaction or Cibus. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and all publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Forward-looking statements
This press release contains forward-looking statements that relate to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not refer to historical facts and can be identified through statements which includes, but is not limited to, terms such as "consider", "expects", "anticipates", "intends", "appreciates", "will", "can", "assumes", "should", "could" and, in any case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on additional assumptions. Although the Company considers that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that the assumptions will occur or that they are correct. Since these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from the forward-looking statements. Such risks, uncertainties, eventualities and other significant factors may cause actual events to deviate significantly from the expectations expressly or implicitly stated in this press release through the forward-looking statements.
The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and the recipients of this press release should not unduly rely on the forward-looking statements in this press release. The information, perceptions and forward-looking statements expressly or implicitly set forth herein are provided only as of the date of this press release and may change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events or circumstances that occurs relating to the content of this press release.
Om Cibus
Cibus affärsidé är att förvärva, förädla och utveckla högkvalitativa fastigheter i Norden med välrenommerade livsmedelsbutiker och dagligvarukedjor som ankarhyresgäster för att kunna ge en stabil, konjunkturoberoende och ökande utdelning till våra aktieägare.
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