The merger was implemented by a take private of AERE using the statutory merger process under Jersey company law. This is the first time a publicly listed Jersey incorporated company has been taken private using this mechanism. The merger values AERE’s shares at approximately €1.45 billion.
AERE owns, develops and manages shopping centres across central and eastern Europe, with a c. 809,000 sq m portfolio of 26 properties and a net asset value of approximately €2.5 billion.
The Appleby team was led by Managing Partner James Gaudin and Counsel Kevin McQuillan with support from Group Partner Iain Millar, Senior Associate Paul Worsnop and Trainee Angharad Prescott. Dispute Resolution Group Partners, Jared Dann and Niall MacDonald also assisted. The Appleby team worked alongside Allen & Overy LLP in London and Amsterdam.
Speaking on the transaction, Kevin McQuillan commented: “We have been working closely with Atrium for a number of years and are very pleased to assist on this transformative transaction for them. We have acted on numerous take privates in recent years and naturally it was very pleasing for us to advise Atrium on what is a first of its kind transaction in the Jersey market. We look forward to continuing our longstanding relationship as legal advisers to Atrium.”
Neil Flanzraich, Chairman of the Independent Committee of AERE noted: “We are delighted to close out this transaction which marks the end of an intense period of engagement for the Independent Committee. The Appleby team have been available and with us every step of the way on this transaction. They were across all of the legal issues that arose, always available to talk us through the process and generally provided a truly first-class service.”
Appleby’s mergers and acquisitions team regularly works with FTSE 100 and Fortune 500 companies around the globe to help them deploy strategic growth and restructuring initiatives, whether involving single jurisdictions or complex multi-jurisdictional, multi-disciplinary transactions. They actively monitor M&A trends through their half-yearly Offshore-i report and their unique global presence means that they are able to advise clients on complex, cross-border transactions involving the offshore jurisdictions.