June 19, 2025 | Health Care | Europe | Active
On 3-Jun-25, European healthcare real estate investment trusts (REITs) Aedifica and Cofinimmo announced a definitive agreement to merge to create the largest European healthcare REIT and the fourth largest globally, with a gross asset value (GAV) of €12.1bn. The transaction is structured as an all-share voluntary offer for Cofinimmo under the Belgian Takeover Decree, whereby Cofinimmo shareholders will receive 1.185 Aedifica shares for each Cofinimmo share. Based on Aedifica’s undisturbed share price on 30-Apr-25, the day prior to Aedificia publicly confirming it submitted an exchange offer proposal to Confinimmo’s board, the agreed merger ratio implies a value of €78.03 per Cofinimmo share, representing a 28.3% takeover premium. The deal has been unanimously approved by the boards of both companies. The combined entity will maintain a primary listing on Euronext Brussels and remain part of the BEL20 index. Its board will comprise five non-executive independent directors from each company, and Stefaan Gielens, the current CEO of Aedifica, will lead the merged company. Once integration is complete, Jean Hilger, Cofinimmo’s chairman, will succeed Aedifica’s current chairman, Serge Wibaut. When Aedifica submitted an initial proposal on 30-Apr-25, disclosed to the market on 1-May-25, the then exchange ratio of 1.16 implied an offer price of €80.91 per Cofinimmo share, a 20.8% premium. Cofinimmo’s board rejected the original ratio, describing it as too low and not reflective of Cofinimmo’s portfolio quality or future earnings potential. The board acknowledged the strategic merit of a merger but cited execution risk and the importance of ensuring proper governance and a fair distribution of synergies. The terms were only agreed after further negotiations and an upward adjustment. At Cofinimmo, the voluntary offer will be subject to a 50% plus one share minimum acceptance threshold. The issuance of new Aedifica shares also requires Aedifica shareholder approval at an acquirer extraordinary general meeting on 11-Jul-25. Regulatory approvals are required, including antitrust clearances in Belgium and the Netherlands, and a foreign investment clearance in France. Following shareholder approval and regulatory clearance from the FSMA, the companies plan to
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