Image: Canva, Newmark Property REIT.
  • Consideration comprises 0.4 BWP units per NPR security.
  • The Independent Board Committee of NPR unanimously recommended that NPR securityholders accept the BWP takeover offer, in the absence of a superior proposal.
  • The merger price represents a 43.1% premium to NPR's closing price of 97 cents on 23 January 2024.

BWP Trust (ASX: BWP) and Newmark Property REIT (ASX: NPR) have today announced they have entered into a Bid Implementation Deed under which BWP will make an off-market takeover offer to acquire all of NPR’s securities.

Under the proposed merger, BWP will offer to acquire 100% of NPR’s securities for consideration comprising 0.40 BWP units per NPR security.

Based on BWP’s closing price of $3.47 on 23 January 2024, the merger ratio represents an implied price of $1.39 per NPR security and for NPR represents a total equity value of $246.8 million and a total enterprise value of $517.4 million.

The consideration under the proposal represents a 43.1% premium to NPR’s last close price of 97 cents on 23 January 2024.

NPR’s Independent Board Committee (IBC) unanimously recommended that NPR security holders accept the BWP offer, in the absence of a superior proposal.

Separately, BWP Management Limited (BWPM) has entered into a Sale and Purchase Agreement with Newmark Property Group Pty Ltd (Newmark Group) to acquire 100% of the shares in Newmark REIT Management Limited (NRML), the responsible entity of NPR.

The Sale and Purchase Agreement is conditional on the merger proposal being declared or becoming unconditional.

Background to the proposal

NPR received an unsolicited, confidential, conditional, non-binding, indicative offer from BWP on 19 December 2023, to acquire all NPR securities for 0.3675 BWP units per NPR security (NBIO).

The NPR Board established an IBC comprising the Independent Directors, Michael Doble, Melinda Snowden and Andrew Erikson.

The IBC, in conjunction with NPR’s advisers, assessed the NBIO, and following an increase in the proposed consideration to 0.40 BWP units per NPR security, determined to grant BWP a period of exclusive confirmatory due diligence in order to advance the proposal, including negotiation of the BID.

Support from Newmark Group and associated entities

Newmark Group, NRML and other entities controlled by Newmark Group and its directors and shareholders, (together the “Newmark Group Members”) have entered into a pre-bid acceptance deed with BWP, in which the Newmark Group Members, who together control approximately 32.6 million NPR securities, representing approximately 18.3% of NPR, have committed to accept the merger proposal, subject to certain conditions, reflecting Newmark Group’s and its associated entities support for the merger proposal.

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