On April 20 2011 two Dutch retail investment trusts announced that they would merge. VastNed O/I and Nieuwe Steen had been in talks for a few months with VastNed already having declined the initial offer. This could be a typical work-out situation with the following characteristics:
- Financial results depend on corporate action rather than supply and demand factors created by buyers and sellers of securities.
- The investment has a timetable where we can predict, within reasonable error limits, when we will get how much and what might upset the applecart.
The reasons behind the merger are among others:
- The Dutch office rental market is going through a deep dip with low utilization ratios.
- A merger would create a larger unit with a better competitive position.
- Economics of scale through cost efficiencies.
- Diversification (offices, retail space and residential in three countries)
I have been following VastNed for some time for the following reasons:
- Properties are value at mark-to-market and after the financial collapse there has hardly been any liquidity in the market (the only one buying office properties would be other REITs and since they are also in trouble nobody is willing to hold a fire sale, so nothing moves). Since there isn’t any market it has been hard for actuaries to value the market value. Actuaries have therefore been very cautious in their valuations.
- During the crisis management showed behavior of good capital allocation and managed to prevent dilution through share issues when market prices were substantially undervalued, by renegotiation with creditors.
The transaction agreement has the following components:
- The exchange ratio is set at 0.897 NSI shares for each VastNed O/I share.
o The exchange ratio assumes all undistributed direct results over the fiscal year 2010 to be paid out to the respective NSI and VastNed O/I shareholders prior to completion of the Transaction.
o The interim dividend for VastNed for the 2010 financial year is € 0.41 per share. The first ex-dividend listing is on August 10, and the dividend will made payable on August 30.
- Each VastNed O/I shareholder will receive one Value Retention Warrant (“VRW”) for each VastNed O/I ordinary share it holds at closing of the Transaction.
o The purpose of the VRW is to retain part of the potential surplus value of VastNed O/I’s subsidiary Intervest Offices for VastNed O/I shareholders, should shares in Intervest Offices be sold during the period ending 18 months following closing of the Transaction.
o In case shares in Intervest Offices are sold before maturity of the VRW the average price per Intervest Offices share is capped at €24.00 per share and the sale of an initial 4.7% of shares in Intervest Offices will be disregarded, as will the sale of any shares in Intervest Offices issued to NSI against fair market value after completion of the Transaction.
o Settlement will, at the option of NSI, be in NSI shares or in cash and will take place approximately 30 days after expiration of the term of the VRW.
o NSI and VastNed O/I have agreed to cap any distributions of direct investment results of NSI over the first two quarters of 2011 at €0.60 per share, and the VastNed O/I interim dividend 2011, comprising of 60% of the direct investment result per share of the first six months of 2011 of VastNed O/I, at €0.32 per share.
- The transaction is expected to close in the second half of 2011
Summary of financials:
Observant readers will notice that the value of the Intervest warrant is not accounted for.
Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours.
Additional disclosure: Vastned O/I is not listed on the Seeking Alpha database. I have no positions in any stocks mentioned, but may initiate a long position in Vastned O/I over the next 72 hours. I receive no compensation to write about any specific stock, sector or theme.
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