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Feb 2022
Sole Financial Adviser
€ 1,226 million
Public takeover of Deutsche Industrie REIT-AG


Sole Financial Adviser

Kempen & Co acted as Sole Financial Adviser to CTP in the €1.2bn voluntary public takeover and delisting offer for Deutsche Industrie REIT-AG, which received 98.17% shareholder support.

Transaction highlights

  • CTP successfully completed the public takeover offer for Deutsche Industrie REIT-AG (DIR), a German logistics and light industrials real estate owner with a portfolio of 90 assets and c. 1.7m sqm, which represents a strategic step into Germany for CTP
  • CTP received 98.17% shareholder support for the combined public takeover and delisting offer for DIR
  • CTP offered of 1.25 shares per DIR share and a cash alternative required for a delisting at the statutory minimum price of  €17.12/share The implied €24.94/share offer price represented a 48.0% premium to DIR’s last closing share price before announcement, equivalent to c. €1.2bn transaction value
  • The transaction was announced on 26 October 2021 with a majority and a clear path to full ownership secured thanks to: 
    (i) Business combination agreement signed at announcement
    (ii) full support from DIR’s management and its supervisory board
    (iii) 56.1% shareholder support
    (iv) 100% convertible bondholder’s support
    (v) no closing conditions attached to the offer 
  • Unique and pioneer tax structuring with 12.6% non-tender agreements to prevent a double RETT charge due to new German RETT legislation and DIR’s REIT status cancellation to ensure an efficient tax structure for DIR’s shareholders
  • CTP intends to obtain 100% ownership of DIR by way of an upstream cross-border merger of DIR into CTP
  • Kempen & Co acted as sole financial adviser to CTP 

About CTP

  • CTP is the largest listed logistics real estate company in continental Europe, the biggest industrial property developer in CEE markets and among the top five by area overall in Europe with over 7.1m sqm of owned logistics space and operations in nine countries as per September 30, 2021. The company expects to expand its portfolio to 10 million m² GLA by year-end 2022
  • Founded by Remon Vos and partners in 1998 in Czech Republic, CTP IPO-ed at the end of March 2021, raising over €850m from institutional investors to accelerate further growth

About Deutsche Industrie REIT-AG

  • DIR is a German logistics and light industrials real estate owner operator which has shown significant acquisitive growth over the last years
  • The portfolio consists of 90 properties located in strong economic zones in Germany, including the Rhine-Ruhr, the Munich-Stuttgart and the Hannover-Berlin areas
  • DIR offers a unique opportunity for CTP to leverage and expand its strong development capabilities in Germany

Kempen & Co Real Estate credentials

  • Kempen & Co has advised on more than EUR 125 billion real estate transactions across 15 different countries in Europe
  • This transaction underpins our leading position in the European logistics real estate sector, following successful transactions including the EUR 330 million (non-listed) equity raise for Aquila Capital Southern European Logistics Fund in 2022, SEK 1.08 billion (listed) equity raise for Catena in 2021, EUR 480 million (listed) equity raises for Tritax EuroBox in 2021, the EUR 948 million Initial Public Offering of CTP in 2021, a EUR 200 million (listed) equity raise for WDP in 2021 and the EUR 100 million (non-listed) equity raise for the Gateway Fund of Cairn Real Estate in 2020

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