Milbank LLP is advising CURA, the family office of the Otto family and parent company of ECE Group, in connection with the voluntary public takeover offer for Deutsche EuroShop AG.
Today, a consortium of private investment funds managed by Oaktree Capital Management, L.P. and CURA Vermögensverwaltung, through Hercules BidCo GmbH, which will be indirectly controlled by the consortium, announced its decision to make a voluntary public takeover offer for all no-par value shares of Deutsche EuroShop AG (ISIN: DE 000 748 020 4; WKN 748020). Deutsche EuroShop is a major shopping centre investor that owns a portfolio of 21 high-quality centres in prime locations across Germany and selected cities in Central and Eastern Europe.
The offer will be made at a price of EUR 21.50 per share of Deutsche EuroShop in cash. In addition, either by way of additional payment by the bidder or as dividend payment by Deutsche EuroShop, the shareholders of Deutsche EuroShop, who accept the offer, shall receive the amount of the dividend to be paid for the financial year 2021 which is expected to be an amount of EUR 1.00 per share of Deutsche EuroShop. This results in a total offer value of EUR 22.50 per share of Deutsche EuroShop.
The controlling shareholder of CURA, Alexander Otto, and entities controlled by him including CURA, who in total hold approximately 20 percent of Deutsche EuroShop’s share capital, have signed non-tender agreements and will not sell the shares held by them as part of the voluntary takeover offer. These shares, however, will be subject to a vote pooling agreement with the consortium. CURA and Oaktree have signed a consortium agreement to work together on this transaction on an exclusive basis.
The takeover offer will be subject to a minimum acceptance threshold of 50 percent of Deutsche EuroShop’s share capital plus one share, including the shares subject to the vote pooling agreements which will be attributed to the consortium. The offer will be subject to further customary conditions, including the receipt of regulatory approvals. Deutsche EuroShop has entered into an investment agreement with the consortium which contains the principal terms and conditions of the takeover offer.
The ECE Group manages real estate assets with a total value of more than 31 billion euros and has ongoing construction and planning activities with a volume of over 3.2 billion euros. Founded in 1965 by mail-order pioneer Professor Werner Otto (1909–2011), the company is still owned by the Otto family through CURA and is managed by Alexander Otto as the CEO of the ECE Group.
The Milbank team, which advises CURA on all corporate, capital markets, tax and antitrust aspects of the transaction, is led by partners Sebastian Heim and Christoph Rothenfusser (both Corporate/M&A) and includes partners Thomas Kleinheisterkamp (Tax), Norbert Rieger (Corporate/M&A) and Alexander Rinne (Antitrust), special counsel Sebastian Reiner-Pechtl (Corporate/M&A) as well as associates Alexander Zyrewitz (Antitrust), Markus von Lutterotti and Bernd Galneder (both Corporate/M&A, all Munich).
