National Storage REIT have confirmed that it has previously received an unsolicited confidential non-binding indicative proposal from Warburg Pincus for 100% of the issued stapled securities of NSR for a cash price of $2.20 per stapled security by way of interconditional company and trust schemes.
It seems unusual for NSR to not have informed the market of the offer given the interest in the stock by other counter parties as is usual for REIT managers in this position. The Warburg Pincus indicative proposal was received prior to the receipt of the proposal from Public Storage to acquire 100% of NSR as previously announced on 14 February 2020.
NSR advised that "after careful consideration of the Warburg Pincus indicative proposal the NSR Board resolved to provide Warburg Pincus with access to non-exclusive due diligence. Warburg Pincus and National Storage entered into a confidentiality agreement to facilitate Warburg Pincus being provided with access to material non-public information concerning NSR. The Warburg Pincus indicative proposal contains customary conditions including completion of confirmatory due diligence, obtaining necessary board and regulatory approvals and execution of definitive legal documentation."
The ESR offer price will be reduced by any distribution declared or paid by NSR after the date of the Warburg Pincus indicative proposal, excluding the already declared December 2019 distribution of $0.047 per stapled security to be paid on 28 February 2020.
The NSR Board determined the need to disclose its indicative proposal following media speculation.
GAW Capital
NSR also outlined the non-binding indicative proposal from Gaw Capital Partners at $2.20 per NSR stapled security. The offer price will also be reduced by any distribution declared or paid by NSR after the date of the GAW indicative proposal, excluding the already declared December 2019 distribution of $0.047 per stapled security to be paid on 28 February 2020. GAW and NSR entered into a customary confidentiality agreement to facilitate GAW being provided with access to material non-public information concerning NSR.
Public Storage proposal
The Public Storage proposal reflects a cash price of $2.40 per stapled security by way of inter-conditional company and trust schemes. The offer price will be reduced by any distribution declared or paid by NSR after the date of the proposal, excluding the already declared December 2019 distribution of $0.047 per stapled security to be paid on 28 February 2020.
NSR continues to work with these three parties in relation to proposals to acquire NSR and notes that discussions with each party are at this stage preliminary and subject to a number of conditions and there is no certainty that the discussions will lead to a final recommended offer.
The Board of NSR is committed to acting in the best interests of, and maximising value for, NSR securityholders. The Board advises NSR securityholders to take no action at this time in respect of their securityholdings in NSR. NSR will continue to keep securityholders appropriately informed of any developments in accordance with its continuous disclosure requirements.
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