In amassing its current stake in the Dutch company, on Nov. 16 locally based Equity One added 362,357 shares representing 4.9% of those outstanding for $20.50 a share, or an aggregate of just over $7.4 million. Those combined with the nearly 1.2 million shares Equity One already owned, bring its stake in Dim Vastgoed to 21.1%. In addition, Equity One obtained 420,000 shares, or 5.7% of all of those outstanding, from Partex East and Partex West. In accordance with Equity One's offer to pay $20.50 a share for Dim Vastgoed stock, the REIT paid the Partex entities just over $8.1 million.
The Partex entities are a Netherlands tax structure that owned approximately 36% of Dim Vastgoed shares, Ira MacInnis, VP of finance and CFO of Halifax, Nova Scotia-based Homburg Invest Inc., tells GlobeSt.com. Homburg contemplated an unsolicited bid for Dim Vastgoed this summer, but called off its plan on Oct. 27, following Equity One's higher-priced, unsolicited offer, which was initiated on Oct. 13.
On Nov. 7, Partex East and Partex West agreed to sell Homburg at least 30% of its 36% share of Dim Vastgoed stock for $20.60 a share payable this year or for $21.20 a share payable in 2010. This represents approximately 11% of all Dim Vastgoed shares, according to MacInnis. The shareholders in the Partex entities have until Dec. 16 to tender their shares to Homburg. While Howard Sipzner, EVP and CFO of Equity One, would not confirm the Homburg/Partex agreement, asked if that would preclude his company from obtaining this 11% of Dim Vastgoed, he tells GlobeSt.com, "if, in fact, they own it and don't want to sell, then yes."
Sipzner says he does not know exactly how many of the total shares remain outstanding, but says there are about 7.4 million total shares. "We're happy with what we've got; if we get more, we'll be glad," he says and adds, "I don't have any specific expectations." He describes the two-week timeframe for shareholders to tender their shares to Equity One as "a courtesy," and says, "after we see what we have on Nov. 30, we'll re-evaluate where we are. This may play out over some time."
Meanwhile, at a Nov. 5 meeting of Dim Vastgoed shareholders in Rotterdam, the company's management said the price offered by Equity One "does not represent the true value and potential for an investment" in shares of the company. Management stated that on the basis of its analysis, "the offer of Equity One is, in fact, a liquidation of Dim Vastgoed at the expense of the current shareholders."
According to its analysis, shareholders would receive just $20.50 "of the estimated $27 [per share] that Equity One is, in fact, willing to pay." It said the $6.50-a-share difference would be used to pay tax claims, buy off management contracts and refinance the portfolio. "These obligations will only arise when Equity One executes its plans after a successful offer." In addition, management told shareholders it estimates that "if the portfolio is sold in an offering process initiated and controlled by Dim Vastgoed, the true value…would be $32.02 [a share]." If any obligations arose under those circumstances, shareholders would, in the least, receive $21.24 a share, according to Dim Vastgoed's analysis.
Dim Vastgoed owns 17 shopping centers in Florida, Georgia, Alabama and the Carolinas. According to several published reports, the assets are valued at $310 million. Equity One's 19.6-million-sf portfolio includes 192 properties and is overwhelmingly dominated by grocery-anchored shopping centers.
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