Tritax Big Box and Abrdn-managed UK Commercial Property REIT (UKCM) have agreed on the terms of their proposed merger.
Last month, Tritax Big Box proposed to acquire UKCM to create a business with a combined portfolio of £6.3bn (€7.4bn) assets.
The deal valued UKCM’s share price at 71.1p with a market capitalisation of around £924m. Tritax Big Box which is also listed on the London Stock Exchange has a market capitalisation of around £3bn.
At the time, Tritax said the “possible offer� represented a 10.8% premium to UKCM’s shares’ last closing price of 64.2p.
The combined group’s portfolio value of £6.3bn, comprising Tritax Big’s £5bn portfolio and UKCM’s £1.3bn portfolio, will have assets generating over £290m of rental income per annum.
In the latest development, the companies said they have reached an agreement on the terms of a recommended all-share combination of Tritax and UKCM whereby Tritax acquires all the shares of UKCM.
The deal involves UKCM shareholders receiving 0.444 new Tritax shares for each UKCM share in a transaction that will give UKCM shareholders 23.3% and existing Tritax shareholders 76.7% of the combined group.
UKCM said its recommending directors consider the terms of the combination to be “fair and reasonable� and as a result intend to recommend that shareholders vote in favour of of the transaction at its general meeting.
Likewise, Tritax directors “intend unanimously to recommend� that shareholders vote in favour of all of the resolutions to be proposed at a general meeting.
Last month, shareholders Phoenix Life and Investec Wealth & Investment UK, holding 43.4% and 13.1% stakes, respectively, in UKCM, stated their intentions to accept the proposal by voting in favour of the offer if implemented by way of a scheme of arrangement.
Tritax said it has so far received irrevocable undertakings and a letter of intent representing, in aggregate, approximately 56.5% of the issued ordinary share capital of UKCM.
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