SYDNEY, AUSTRALIA: BWP Management Limited (BWPM), the responsible entity for BWP Trust (BWP), has launched an all-scrip offer to acquire all the securities of Newmark Property REIT (NPR) for an implied price of $1.39 per security, representing a 43.1% premium to NPR’s closing price on 23 January 2024.
The offer is unanimously recommended by the independent directors of NPR, who intend to accept it in the absence of a superior proposal. The offer is also supported by Newmark Group and its associated entities, who control 18.3% of NPR and have entered into a pre-bid acceptance deed with BWP.
BWPM believes that the offer provides strategic benefits and value to NPR securityholders, as well as the opportunity to gain exposure to BWP’s larger, high quality and highly complementary portfolio, which consists mainly of Bunnings tenancies.
BWP has a lower gearing and a stronger capital position than NPR, which has constrained financial flexibility. BWP also has a track record of generating superior returns for unitholders over 25 years since it listed on the ASX in 1998, with strong alignment with Wesfarmers.
The offer is conditional on BWP obtaining a relevant interest in at least 50.1% of NPR securities and other customary conditions. NPR securityholders who do not accept the offer risk becoming a minority securityholder or losing liquidity if BWP declares the offer unconditional and further increases its interest in NPR or if BWP causes NPR to no longer trade on the ASX.
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