Corem’s public offer to the shareholders in Klövern

By combining Corem’s strong logistics property portfolio with Klövern’s concentration of office properties, one of the Nordic region’s largest real estate companies with a broadened product and customer offering will be created. The merger enables Klövern’s shareholders the opportunity to be part of joint future value creation, with a combination of strong cash flows, a broad project portfolio and a strengthened customer base, while the transaction creates synergies that are estimated at approximately SEK 200 million annually. The size of the combined company is expected to increase the attention of both Swedish and foreign investors and create conditions for an improved credit profile with the aim of obtaining a rating equal to investment grade. In addition, a business-driven and experienced organisation is created through the new company group.

The merger of the companies creates an even stronger market position where a broader customer offering, diversified properties and project development portfolios leads to a stronger customer base as a result. The companies’ well renowned competencies within property management, property transactions and project development are overlapping in a beneficial way.

The merger would create a balanced property portfolio with good complementing qualities, as well as project development with good growth and return potential. In addition, the combined company will receive strong cash flows and geographically complementary operations.

The Board of Directors of Klövern has published a statement in relation to the offer in which they write:

“The Board of Directors of Klövern recommends holders of Class A and Class B shares in Klövern to accept Corem’s public offer, meaning that they will receive Corem Class A and Class B shares, respectively, as consideration. Preference shareholders in Klövern are also recommended to accept Corem’s public offer and elect to receive Corem preference shares as consideration, not Corem Class D shares. The Board of Directors considers, however, that it would likely improve the credit profile of Corem, thus also improving the credit profile of Corem and Klövern as a combined group, if Class D shares are elected instead of preference shares.” The full statement from Klövern’s Board of Directors can be found at Klövern’s website.

The Board of Directors in Corem has the opinion that the best thing for both the company and the shareholders is that preference shareholders in Klövern choose ordinary shares of series D in Corem as consideration.

For shareholders of Klövern whose shares are registered with Euroclear (direct-registered shareholders)

Shareholders of Klövern whose shares are registered with Euroclear Sweden and that wishes to accept the Offer shall during the period 24 June 2021 up until the 18 August 2021 at 15:00 Central European Time (“CET”) sign and submit a duly completed acceptance form to:

Swedbank AB (publ)
Emissioner C66
SE-105 34 Stockholm
Sverige

Pre-printed acceptance form and postage-paid return envelope will be sent to shareholders whose ownership in Klövern was registered in their own name with Euroclear Sweden on 28 June 2021. The securities account and details on the shareholding in question will be found on the pre-printed acceptance form. The acceptance form must be submitted or sent by post, preferably with the attached postage-paid return envelope, in ample time prior to the last acceptance day to reach Swedbank no later than 15:00 CET on 18 August 2021.

For shareholders of Klövern whose shares are registered in the name of a nominee

Shareholders of Klövern whose shares are registered in the name of a nominee will not receive a pre-printed acceptance form or postage-paid return envelope. Those shareholders acceptance should instead be made in accordance with instructions from the nominee. For questions, please contact your nominee.

See also the Offer document.

The acceptance period for the Offer was open from 24 June 2021 until 18 August 2021.

NID number (National ID number) is an identification code that private individuals need to have to be able to trade in securities; for example, buying and selling shares or participating in new share issues.

For those who are citizens of Sweden, the NID number is the country code SE followed by the social security number/personal code number (“personnummer”, twelve digits. At most banks, you can register it yourself via their website / internet bank.

If you are a foreign national or a citizen of several countries, the NID number looks different. If so, contact your bank for assistance.

The acceptance period for the Offer was open from 24 June 2021 until 18 Augusti 2021.

If you did not accept the Offer within the acceptance period but do not wish to wait for the compulsory acquisition process to be completed (see more about the process under question 10), you are welcome to contact Fred Berggren, Corporate Lawer, fred.berggren@corem.se.

On 15 June, 2021, Corem announced via press release that it had decided to complete the Offer. All conditions for the Offer are met or have been waived.

As the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, do not have the right to withdraw their acceptances.

Payment of consideration to the shareholders who accepted the Offer during the initial acceptance period, i.e. up until 11 June 2021, begun around 18 June 2021.

Payment of consideration to the shareholders who accept the Offer during the extended acceptance period 14 June to 23 June 2021, 15:00 CEST, is expected to begin around 30 June 2021.

Payment of consideration to the shareholders who accept the Offer during the extended acceptance period running up until 18 Augusti, 15:00 CEST, is expected to begin around 24 August 2021.

For ordinary shares of class A the offer represents a 28.1 per cent premium based on the closing prices of each company’s ordinary shares of class A on 26 March 2021, which was the last trading day before the announcement of the Offer; and 27.8 per cent based on the volume-weighted average prices paid for each company’s ordinary shares of class A during the last 20 trading days prior to the announcement of the Offer;

For ordinary shares of class B the offer represents 30.1 per cent based on the closing prices of each company’s ordinary shares of class B on 26 March 2021, which was the last trading day before the announcement of the Offer; and 29.5 per cent based on the volume-weighted average prices paid for each company’s ordinary shares of class B during the last 20 trading days prior to the announcement of the Offer;

For preference shares for which consideration is received in the form of ordinary shares in Corem of class D, a calculation of the premium is not available since no ordinary shares of class D have yet been issued and admitted to trading on Nasdaq Stockholm. For preference shares for which consideration is received in the form of preference shares in Corem the offer represents 0.2 per cent premium based on the closing prices for each company’s preference shares on 26 March 2021, which was the last trading day before the announcement of the Offer; and 1.2 per cent premium based on the volume-weighted average prices paid for each company’s preference shares during the last 20 trading days prior to the announcement of the Offer.

See also the Offer document.

As Corem holds more than 90 per cent of the shares in Klövern, Corem intends to as soon as possible commence compulsory acquisition proceedings under the Swedish Companies Act to acquire all remaining shares in Klövern. In connection therewith, Klövern’s shares will be delisted from Nasdaq Stockholm. The last day for trading in Klövern’s shares on Nasdaq Stockholm will be announced by Klövern, after it has been determined by Nasdaq Stockholm.

The process of a Compulsory acquisition normally takes 12-24 months and means that a compulsory redemption amount is paid to the A-, B- and preference share holders whose shares are redeemed. The redemption amount is, as a general rule, set to an amount corresponding to the Offer consideration along with a minor interest rate, considering that it may take up to one year before the redemption amount is settled as the redemption amount must first be decided upon and determined by an arbitral tribunal in accordance with standard procedure.

The preference shares have preferential rights over the ordinary shares, including ordinary shares of class D, in Corem in relation to the right to receive dividend and in the event of liquidation. If a dividend has been decided on the ordinary shares, ordinary shares of class D will annually be entitled to a total of fifty (50) times the total dividend of the ordinary shares of class A and B, limited to a maximum of SEK 20 per ordinary share of class D per year. The ordinary shares of class D offered to the shareholders in Klövern shall be entitled to a quarterly dividend from July 2021. Under the assumption that dividend is resolved on Corem’s ordinary shares of class A and B, dividend will most likely be identical on Corem’s preference shares and class D shares, that is, SEK 20 annually per share. If choosing ordinary class D shares as consideration in the Offer, shareholders in Klövern will receive 1.12 ordinary class D shares rather than 1.00 preference shares in Corem.

See also the  the Offer document.

Offer document and application form are available on this website under Related documents above. The offer document is also available on the websites of Nordea, Swedbank and the Swedish Financial Supervisory Authority (Finansinspektionen).

As the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, do not have the right to withdraw their acceptances.

Only entire shares of ordinary shares of series A, B and D or preference shares in Corem will be issued to shareholders in Klövern who accept the Offer. Fractions of shares will be added up and sold on the market and the net income will then be distributed among the affected shareholders in Klövern.

If you did not accept the Offer within the acceptance period but do not wish to wait for the compulsory acquisition process to be completed (see more about the process under question 10), you are welcome to contact Fred Berggren, Corporate Lawer, fred.berggren@corem.se.

For other questions, please contact us on info@corem.se.