centuria logo banner primewest shopping centre
Image – The Property Tribune, Primewest.
  • Merger to create Australia's fourth largest real estate platform
  • The $15.5 billion combined group sits behind DXS, CHC, and GMG
  • Primewest has unanimously recommended the acceptance of CNI's offer

Back in April, Centuria Capital Group (ASX: CNI) announced that the company was proposing a merger with Primewest (ASX: PWG).

The some $600 million deal was set to create one of the largest Australian real estate fund managers, only fourth behind the quickly growing Dexus (ASX: DXS) which recently acquired AMP Capital’s Diversified Property Fund and is set to take over APN Property group too, Charter Hall Group (ASX: CHC), and Goodman Group (ASX: GMG).

ASX Listed Real Estate Funds Manager Peer Set (External AUM $bn)

centuria primewest combined size comparison graph
Image – Centuria Capital Group.

Timeline

The announcement of the Centuria offer came back on 19 April this year, with the Bidder’s Statement released today.

The company said the date of the offer will come officially on 17 May 2021, with the offer closing, unless extended or withdrawn, on 17 June.

Prior to that, the Primewest distribution for 2H21 is expected on 25 May 2021.

The offer

Centuria said there will be no impact on the half-year distribution for Primewest, PWG security holders to still receive the expected 2.9 cents per Primewest security for the period ending 30 June 2021, PWG said the exact date will be 25 May to ensure “the record date is before Centuria acquires Primewest securities under the Centuria offer.

Consideration for the offer is $1.51 per PWG security, composed of 20 cents cash and 0.473 in Centuria Securities per Primewest security – Centuria said it equates to $1.31 based on the 16 April closing price for CNI.

Why PWG recommends accepting the offer

The John Bond and David Schwartz lead company cited the first reason for the unanimous recommendation for acceptance of the Centuria offer is the attractive premium offered.

Centuria said the offer represented a “3.1% premium to Primewest’s close price at $1.465… on [16 April 2021],” and a “51% premium to Primewest’s IPO offer price of $1.00… on 8 November 2019.” At time of publication, PWG was trading at $1.47.

Primewest also noted that “The Offer delivers Primewest Securityholders material EPS accretion of an estimated 19% on a pro forma FY21 basis,” as well as the offer “[providing] continued exposure to Primewest and new exposure to an enlarged Combined Group with multiple benefits.”

Deloitte, the appointed independent expert, also concluded that “the Offer is fair and reasonable, in the absence of a superior proposal,” another one of the reasons behind the support of the Centuria offer.

Post-merger composition

Centuria said the combined group will have some $15.5 billion assets under management (AUM), with $14.6 billion of that as real estate, the remainder is in investment bonds.

centuria primewest composition chart
Image – Centuria Capital Group.

Following the merger, the portfolio will be dominated by offices, with $6.3 billion or 43% of the portfolio. Industrial properties are close behind at $4.1 billion, healthcare bringing up the rear at $1 billion.

$14.6bn Combined Group Real Estate Platform

$14.6bnCombined Group Real Estate Platform
Image – Centuria Capital Group.
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