Carmila: Closing of the Acquisition of Galimmo SCA
01 Juillet 2024 - 6:48PM
Business Wire
- Carmila announces the closing of the acquisition of 93% of the
share capital of Galimmo SCA
- Galimmo’s portfolio of 52 assets, mainly located in the
North-East of France, was valued at 675 million euros at
end-December 2023
- The transaction is immediately accretive for Carmila (EPRA NDV
+5%, recurring earnings +5% on an annualized basis and including
synergies)
- The LTV impact for Carmila is approximately 170 basis
points
Regulatory News:
Carmila (Paris:CARM) announces the closing of the acquisition of
93% of the share capital of Galimmo SCA for a total consideration
of 272 million euros, or 9.02 euros per share.
The closing took place at the same time as the closing of the
acquisition by Carrefour of Cora France.
Prior to these transactions, Galimmo SCA sold to its controlling
shareholder its non-strategic minority stake of 15% in its Belgian
subsidiary and the loan granted to this entity for 76.5 million
euros.
The 52 assets in Galimmo’s portfolio, mainly located in the
North-East of France, were valued at 675 million euros at
end-December 20231, with 13 shopping destinations in their
catchment areas accounting for 79% of the value of the portfolio
(535 million euros).
The complementary locations of Carmila and Galimmo assets offer
the opportunity to integrate a high-quality portfolio in an
efficient platform and to deploy Carmila’s strategy on a larger
perimeter.
Including the potential acquisition of 7% of the capital from an
entity managed by Primonial Reim France, announced this morning2,
which, if it takes place, will follow the publication of Galimmo
SCA’s first half 2024 accounts, Carmila will own 99.9% of the share
capital of Galimmo SCA, corresponding to a total investment of 299
million euros, or an average acquisition price of 9.22 euros share
and a discount of 38% vs. the EPRA NDV as of 31 December 20243.
The transaction will be immediately accretive for the
shareholders of Carmila, both regarding recurring earnings per
share (approximately 5% including synergies on an annualized basis)
and EPRA NDV (approximately 5%).
Recurring synergies are estimated to be 5 million euros (on an
annualized basis) and will principally come from savings in
overhead costs.
The transaction, entirely paid in cash, will have a moderate
impact on Carmila’s loan to value ratio, which will increase by
around 170 basis points.
In compliance with market regulation, Carmila will file a
simplified tender offer in the coming weeks, followed – if the
entity managed by Primonial Reim France exercises its put option –
by a squeeze-out, for the remaining shares in Galimmo SCA.
The tender offer price will depend on the implementation of a
squeeze-out. In any event, this tender offer price will not be
lower than €11.93 and will remain subject to the work of the
independent expert to be appointed by Galimmo SCA in accordance
with legal and regulatory provisions.
Marie Cheval, Chair and Chief Executive Officer of Carmila
commented:
“The acquisition of Galimmo is a major milestone in Carmila’s
growth strategy, strengthening the partnership with Carrefour and
allowing us to roll out this powerful ecosystem across a
complementary portfolio.
This project creates value for Carmila and will strengthen our
ties with retailers.”
INVESTOR AGENDA
24 July 2024 (after market close): First half 2024
results 25 July 2024: First half 2024 results presentation
17 October 2024 (after market close): Financial information
for the third quarter 2024
ABOUT CARMILA
As the third-largest listed owner of commercial property in
Europe, Carmila was founded by Carrefour and large institutional
investors in order to enhance the value of shopping centres
adjoining Carrefour hypermarkets in France, Spain and Italy. At 31
December 2023, its portfolio was valued at €5.9 billion and is made
up of 201 shopping centres, with leading positions in their
catchment areas.
Carmila is listed on Euronext-Paris Compartment A under the
symbol CARM. It benefits from the tax regime for French real estate
investment trusts (“SIIC”). Carmila has been a member of the SBF
120 since 20 June 2022.
Important notice
Some of the statements contained in this document are not
historical facts but rather statements of future expectations,
estimates and other forward-looking statements based on
management’s beliefs. These statements reflect such views and
assumptions prevailing as of the date of the statements and involve
known and unknown risks and uncertainties that could cause future
results, performance or events to differ materially from those
expressed or implied in such statements. Please refer to the most
recent Universal Registration Document filed in French by Carmila
with the Autorité des marchés financiers for additional information
in relation to such factors, risks and uncertainties. Carmila has
no intention and is under no obligation to update or review the
forward-looking statements referred to above. Consequently, Carmila
accepts no liability for any consequences arising from the use of
any of the above statements.
This press release is available in the
“Regulatory Information” section of Carmila’s Finance
webpage:https://www.carmila.com/en/finance/regulatory-information/
1 Excluding transfer taxes 2 Press release of 1 July 2024 ;
acquisition price of 11.93 per share 3 14.94 euros per share
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240701210001/en/
INVESTOR AND ANALYST Jonathan Kirk – Head of Investor Relations
jonathan_kirk@carmila.com +33 6 31 71
83 98
PRESS Elodie Arcayna – Corporate Communications Director
elodie_arcayna@carmila.com +33 7 86 54
40 10
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