Alzette Investment aims to amend the voluntary takeover bid launched by Blackstone, which consists in increasing the consideration offered from 17.45 euros per Hispania share to 18.25 euros per share.
The offer targets 100% of the capital of Hispania Activos Inmobiliarios, which consists of 109,169,542 shares, listed for trading on the Barcelona, Bilbao, Madrid and Valencia stock exchanges and integrated into the stock exchange interconnection system.
Consequently, the offer effectively includes the acquisition of more than 91,000,000 shares representing 83.44% of the capital. In this respect, it should be recalled that Hispania will attempt to "maximize" its value in the face of Blackstone's public takeover bid.
Moreover, Blackstone presented the strategy it wishes to develop to take over the company, while recognizing its intention to change the course set so far.
The fund stated that it sees the acquisition of Hispania "as an opportunity to increase Blackstone's exposure to the Spanish real estate sector and, in particular, the hotel sector, which is a significant part of Hispania's business.
Its objective is in line with Hispania's current strategy and "its intention to maintain the majority of hotel assets in the medium term (three to seven years) through an unlisted company, by promoting the adoption of corresponding resolutions by the general meeting of shareholders.
But among the specific goals, it aims to ensure that the operating income derived from these assets is maximised and to take all necessary actions to secure them, including negotiating with compensation and tenants, implementing marketing strategies and positioning assets on the market, as well as taking into account operational and leasing strategies.
For all these reasons, and given its current position, Blackstone "intends to review the current Hispania management contract with Azora Gestión." Thus, Azora Gestión could be entitled to an incentive or performance fee in the event of early termination of the management contract estimated at 173 million euros.
The management of the hotel assets would be entrusted to HI Partners, a company wholly owned by Blackstone. However, the Americain group states that they have no intention to merge HI Partners and Hispania.
On June 22, Alzette Investment submitted to Hispania's Board of Directors a binding proposal to amend the voluntary tender offer and intends to increase the consideration offered from 17.45 euros per Hispania share to 18.25 euros.
Hispania has confirmed to Blackstone that it considers the revised price is attractive and its Hispania Board of Directors will unanimously recommend this offer to Hispania shareholders.
In addition, the market value of Hispania's real estate asset portfolio, resulting from the valuation report prepared at the company's request, is € 2,811,056,000, which represents a revaluation of 5.7% over the last market value of the assets as of 31 December 2017.