Unperturbed by the stock market crash and the COVID 19 virus, Starwood are proceeding with their offer to acquire Australian Unit Office Fund, issuing today their Bidder Statement.
Starwood confirmed their cash offering of A$2.981 per unit.
The cash consideration of A$2.98 per AOF Unit represents a premium of:
• 4.6% to AOF’s NTA per unit of A$2.85 as at 31 December 2019; and
• 3.6% to the VWAP of AOF Units between the date of the CHAB Scheme vote and the day prior to the Announcement Date.
In recent days, the market has dropped significantly with the units trading as at Friday midday at approx $2.59 per unit. The Starwood offer represents a 15% premium to the $2.59 unit price.
The Offer is subject to a 90% minimum acceptance condition, material adverse effect condition and a range of other pre-conditions Starwood have advised that they will not declare the Offer free of the 90% minimum acceptance condition, as they hope to secure sufficient acceptance to acquire the whole trust. Starwood expect however that Hume Partners and its associates, who hold 14.61% of AOF units on issue will not accept the Offer. Starwood would then have to consider whether they waive the 90% requirement and hold a majority interest or withdraw the offer.
Starwood have also advised that they will not remove the material adverse effect condition as a material adverse effect may have occurred, is occurring or will occur during the Offer Period in light of the COVID-19 pandemic and global crisis. Starwood are therefore reserve a right to waive this condition if the pandemic subsides or use it to withdraw from the process.
Starwood have entered into pre-bid agreements with several institutional investors who hold rights to 16.7% of AOF Units and granted Starwood a call option over these units.
The Offer is open for acceptance until the 27th April.
The RE of the AOF Trust have not made any comment in relation to the proposal and will review the details in the Bidders Statement and would be expected to provide a response prior to the 27th March 2020.
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