NorthStar Realty Europe Stockholders Approve Proposed Merger with AXA Investment Managers – Real Assets
25 Septembre 2019 - 4:50PM
Business Wire
NorthStar Realty Europe Corp. (NYSE: NRE) ( “NRE”) today
announced that at a special meeting of NRE stockholders held today,
its stockholders approved the proposed merger of NRE with and into
Nighthawk Merger Sub LLC, a wholly-owned subsidiary of a fund
managed by AXA Investment Managers – Real Assets (“AXA IM – Real
Assets”), pursuant to that certain Agreement and Plan of Merger
(the “Merger Agreement”), dated July 3, 2019, by and among CoRE
PANEURO 2019 13 S.à.r.l, Nighthawk Merger Sub LLC, NRE, Nighthawk
Partnership Merger Sub LLC and NorthStar Realty Europe Limited
Partnership.
NRE stockholder approval was a condition to the closing of the
transactions contemplated by the Merger Agreement. The closing of
the merger remains subject to certain other customary closing
conditions, but NRE and AXA IM – Real Assets anticipate that the
closing of the merger will occur by the end of September or as soon
as reasonably practicable thereafter.
***
About NorthStar Realty Europe
NorthStar Realty Europe Corp. (NYSE: NRE) is a European-focused
commercial real estate company with predominantly high quality
office properties in Germany, the United Kingdom and France,
organized as a REIT and managed by an affiliate of Colony Capital,
Inc. (NYSE: CLNY), a leading global real estate and investment
management firm. For more information about NorthStar Realty Europe
Corp., please visit http://www.nrecorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, or Securities Act, and Section
21E of the Securities Exchange Act of 1934, as amended, or Exchange
Act. Forward-looking statements are generally identifiable by use
of forward-looking terminology such as “may,” “will,” “should,”
“potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,”
“believe,” “could,” “project,” “predict,” “continue,” “future” or
other similar words or expressions. Forward-looking statements
involve known and unknown risks, uncertainties, assumptions and
contingencies, many of which are beyond NRE’s control, and may
cause actual results to differ significantly from those expressed
in any forward-looking statement. The factors that could cause
actual results to differ materially include, but are not limited
to, the occurrence of any event, change or other circumstance that
could give rise to termination of the Merger Agreement; the
exchange rates between the closing date and January 6, 2020; the
closing date; the inability to complete the merger due to the
failure to meet expectations regarding the timing, accounting and
tax treatment of the merger, or to satisfy other conditions to
consummation of the merger, including that a governmental entity
may prohibit, delay or refuse to grant approval for the
consummation of the merger; risks related to disruption of
management’s attention from NRE’s ongoing business operations due
to the merger; the impact of the announcement of the merger on
relationships with third parties, including commercial
counterparties, tenants and competitors; NRE’s ability to qualify
and remain qualified as a REIT; and the impact of legislative,
regulatory and competitive changes. The foregoing list of factors
is not exhaustive. Additional information about these and other
factors can be found in NRE’s reports filed from time to time with
the Securities and Exchange Commission, including the most recently
filed Annual Report on Form 10-K for the fiscal year ended December
31, 2018. There can be no assurance that the merger will in fact be
consummated.
We caution investors not to unduly rely on any forward-looking
statements. Any forward-looking statements speak only as of the
date of this communication. NRE is not under any duty to update any
of these forward-looking statements after the date of this
communication, nor to conform prior statements to actual results or
revised expectations, and NRE does not intend to do so.
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version on businesswire.com: https://www.businesswire.com/news/home/20190925005644/en/
Finsbury – for NRE Gordon Simpson / Jenny Bahr
+44(0)20-7251-3801 nre@finsbury.com
FTI Consulting Inc. – for AXA IM – Real Assets Richard
Sunderland, Richard Gotla, Ellie Sweeney, Methuselah Tanyanyiwa
Tél: +44 20 3727 1000 AXAIMRealAssets@fticonsulting.com
NorthStar Realty Europe (NYSE:NRE)
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