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Oslo, 20 September 2023 - Self Storage Group ASA (the “Company”, OSE: SSG) and T
-C Storage HoldCo AB (the “Offeror”), an indirect subsidiary of Teachers
Insurance and Annuity Association Inc (“TIAA”), advised by Nuveen Asset
Management Europe S.à.r.l. (“Nuveen”), announces today that they have reached an
agreement whereby the Offeror, subject to certain terms and conditions, will
launch a recommended voluntary cash tender offer (the “Offer”) for 100% of the
shares (the “Shares”) of the Company.
A cash consideration of NOK 40 (the “Offer Price”) will be offered per Share,
which implies a total consideration for all the Shares of approximately NOK
3,787 million (based on 94,678,584 shares outstanding as per 19 September 2023).
The Offer Price represents a premium of 66.7% over the closing price of the
Shares on 19 September 2023 of NOK 24.0 and a premium of 65.1% over the average
volume weighted share price adjusted for dividend during the last six months up
to and including 19 September 2023 of NOK 24.2.
The Company’s board of directors unanimously recommends the Offer. Shareholders
representing a total of 70.51% of the outstanding Shares have on certain terms
and conditions undertaken to accept the Offer, including the Company’s largest
shareholders Alta Lux Holdco S.à r.l., a company affiliated with Centerbridge
Partners, Fabian Holding AS, GSS Invest AS and First Risk Capital AS.
Key Terms of the Offer
The Company’s shareholders will be offered NOK 40 per Share in cash
consideration which implies a total consideration for all the Shares of
approximately NOK 3,787 million (based on 94,678,584 shares outstanding as per
19 September 2023). The Offer Price implies:
· A premium of 66.7% to the closing price of the Shares on the Oslo Stock
Exchange on 19 September 2023 of NOK 24.0.
· A premium of 65.1% to the volume weighted average share price adjusted for
dividend during the last six months up to and including 19 September 2023 of NOK
24.2.
· A premium of 63.2% to the volume weighted average share price adjusted for
dividend during the last twelve months up to and including 19 September 2023 of
NOK 24.5.
The Offer Price will be reduced by the amount of any dividend or other
distributions made by the Company.
The complete details of the Offer, including all terms and conditions, will be
contained in an offer document (the “Offer Document”) to be sent to the
Company’s shareholders following review and approval by the Oslo Stock Exchange
pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer
Document is expected to be approved during the week commencing 9 October 2023.
The Offer may only be accepted based on the Offer Document.
The Offer is not subject to any financing condition. As further detailed and
specified in the Offer Document, completion of the Offer will be subject to
fulfilment or waiver by the Offeror (in its sole discretion) of the following
conditions:
-
valid acceptance of the Offer by eligible shareholders to such extent that
the Offeror becomes the owner of shares representing more than 90% of the issued
and outstanding shares and voting rights in the Company on a fully diluted
basis;
-
A unanimous recommendation from the board of directors of the Company to its
shareholders to accept the Offer having been issued and not, without the
Offeror’s written consent, been amended, qualified, modified or withdrawn;
-
The Company conducting its business in the ordinary course;
-
The Company shall not be in material breach of the Transaction Agreement (as
defined below);
-
No material adverse change to the business, assets, operations or financial
condition of the Company shall have occurred between the date of the Transaction
Agreement (as defined below) and completion of the Offer; and
-
No governmental interference hindering consummation of the Offer in
accordance with its terms.
If, as a result of the Offer or otherwise, the Offeror acquires and holds more
than 90% of the total issued share capital of the Company representing more than
90% of the voting rights in the Company, the Offeror intends to carry out a
compulsory acquisition of the remaining Shares in the Company. Also, if the
Offeror following completion of the Offer or otherwise holds a sufficient
majority of the Shares in the Company, the Offeror intends to propose to the
general meeting of the Company that an application is filed with Oslo Stock
Exchange to de-list the shares of the Company.
The initial acceptance period in the Offer will commence following publication
of the Offer Document and is expected to last for 20 business days, subject to
any amendments by the Offeror. Barring unforeseen circumstances or any
extensions of the acceptance period of the Offer, it is expected that the Offer
will be completed in Q4 2023.
The Offeror and the Company have entered into a transaction agreement (the
“Transaction Agreement”) regarding the Offer. As part of the Transaction
Agreement, the Company’s board of directors has agreed to only amend or withdraw
its recommendation of the Offer if a competing offer is made which exceeds the
Offer in economic value per Share with 5% or more (a “Superior Offer”) and the
Offeror has not matched the Superior Offer within 10 business days after receipt
of notice from the Company. In the event the Offer is not completed due to a
material breach by the Company that entitles the Offeror to terminate the
Transaction Agreement, or if the Company’s board of directors withdraws,
qualifies or amends its recommendation of the Offer, the Company shall pay the
Offeror a fixed termination fee which is deemed to reflect the costs and
expenses of the Offeror in connection with the negotiations of the Transaction
Agreement and the preparation of the Offer.
The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction.
Mario Pello, Head of TIAA General Account, Europe at Nuveen Real Estate,
comments:
"TIAA is a major owner of self-storage in the US and Europe, having invested in
the sector for more than 20 years.
In Europe, we have been actively monitoring the growth journey of the Company
for a long period of time given the high quality of the portfolio, the Company’s
dominant positioning in the Norwegian market and strong synergies with our
existing Swedish platform. Through the acquisition of the Company, we will
create a unique pan-Nordic platform with market-leading positions in Norway and
Sweden - two of our high conviction markets - with scope to expand further into
Denmark.
Fabian Søbak, Chief Executive Officer of the Company, said:
“Having co-founded OK minilager in 2009 having identified a unique market
opportunity for self-storage in the Nordics, I am extremely proud of the
company’s and the team’s achievements. Through acquisitions such as City-Self
Storage, Eurobox, Dit Pulterkammer and numerous asset transaction, as well as
organic growth focus, we have together built a leading pan-Scandinavian self
-storage company. Well supported by Centerbridge, we successfully leveraged our
market leading position in Norway to accelerate growth across Scandinavia. I am
confident that Nuveen and their Green Storage platform will be a good new owner
for the company, and also provide an exciting opportunity for the great SSG
team.”
Steven Skaar, Chairman of the Board of the Company, said:
“The Board believes the terms of the offer are in the best interests of Self
Storage Group and our shareholders, and also benefitting our employees,
customers and partners. The Board recommends the offer as it represents a fair
valuation of the company.”
Background and Transaction Rationale
The relative immaturity of the self-storage market across Europe presents an
exciting opportunity to take advantage of a sector that has proven resilient and
remains primed for further growth as it continues to institutionalise over the
coming years.
In this context, TIAA and Nuveen remain positive regarding the longer-term
outlook for the self-storage sector in Europe. Having invested in the sector in
the US for more than 20 years, the first European investment was completed in
2021 through the acquisition of the Green Storage and 24Storage platforms in
Sweden. While the focus over the last 18 months has been to consolidate the two
Swedish platforms under the Green Storage operating brand and grow via organic
bolt-on acquisitions, the acquisition of the Company helps to fast-track the
business plan of creating a market-leading pan-Nordic storage platform - with
scope to leverage the combined platform, and best-in-class management expertise,
to grow further. Nuveen has a lengthy track-record as investment advisor in the
self-storage sector and will continue to play an active role supporting local
management in both the consolidation and subsequent growth phases.
Advisers
Arctic Securities is acting as financial advisor and Advokatfirmaet BAHR is
acting as legal advisor for the Offeror. ABG Sundal Collier is acting as
financial advisor and Advokatfirmaet Schjødt is acting as legal advisor for the
Company.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “U.S. Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer will be made to holders of Shares resident in the United States (“U.S.
Holders”) on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company’s other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer will
be subject to disclosure and other procedural requirements, including with
respect to the offer timetable, settlement procedures and timing of payments,
that are different from those that would be applicable under U.S. domestic
tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
Kilde
