Titanium Ruth Bidco, a newly-launched company indirectly owned by a Brookfield real estate private fund, has entered a cash acquisition of Tritax EuroBox’s entire issued share capital.
The acquisition, which is subject to shareholder approval, will mean Tritax EuroBox shareholders will be entitled to 69p per share in cash.
It comes following a rival all-share bid from SEGRO last month, which Tritax has now withdrawn from.
The agreed deal with Bidco values Tritax EuroBox’s ordinary share capital at £557m, a premium of 6% compared to SEGRO’s offer of 65.1 pence as of 9 October, and a premium of 28% compared to Tritax’s ‘undisturbed’ closing price of 53.8p per share on 31 May 2024. Based on the trust’s net debt as at the end of March, this suggests an enterprise value of £1.1bn.
Brookfield Global Asset Management, the parent company of Titanium Ruth Bidco, stated in a London Stock Exchange announcement this morning (10 October): “The terms of the acquisition represent an attractive premium for Tritax EuroBox shareholders over the terms of the SEGRO offer and accordingly the Tritax EuroBox Shareholders are encouraged to take no action in respect of the SEGRO offer.”
In June this year, Brookfield announced it is in the “early stages” of assessing a potential cash offer for Tritax EuroBox. In response at the time, the Reit’s board published a retaliation statement stating nothing formal had yet been received. Tritax since received formal offers from Bidco, SEGRO and “other parties”.
In September, Tritax’s board concluded that the SEGRO offer represented “a compelling opportunity for Tritax EuroBox shareholders to achieve a significant and immediate uplift in the value of their investment, with the prospect of stronger total shareholder returns and optionality”. On the 3 October, however, Brookfield confirmed to Tritax EuroBox that it was ready to announce a firm offer, which represented a significant premium to its share price.
On 3 October 2024, Brookfield confirmed to the Tritax EuroBox Board that it had completed its due diligence and was ready to announce a firm offer for Tritax EuroBox at a price of 69.0 pence per Tritax EuroBox Share, which represents a 28 per cent premium to the undisturbed share price.
Brookfield described itself as an “experienced and knowledgeable investor in European real estate markets”, with “a clear track record of investment in logistics-focused real estate assets”.
It added that the company has, for some time, “tracked and admired the logistics portfolio that the management team of Tritax EuroBox has built over recent years under the guidance of the board of Tritax EuroBox”.
“Brookfield believes that the high-quality portfolio of assets that Tritax EuroBox has assembled fits well with its diverse global logistics portfolio which currently covers over 85 million square feet of space.”
