(Bloomberg)—A group of investors in Columbia Property Trust Inc. made an unsolicited proposal to acquire the U.S. real estate investment trust in an all-cash deal that would value it at roughly $2.24 billion. Shares in Columbia rose on the news.
The investor group said in a letter to Columbia’s board it made the non-binding offer Thursday for $19.50 a share, confirming a Bloomberg News report. The price represents a 25% premium to where the company’s shares closed Wednesday.
The group, which consists of Arkhouse Partners LLC, Sapir Organization and 8F Investment Partners Pte. Ltd., said it already owns roughly 3.3% of the company.
“We believe our proposal gives the company’s stockholders -- many of whom have already suffered through years of value erosion -- an attractive opportunity to obtain immediate liquidity at a full and fair valuation,” the group said in the letter. The letter was signed by Arkhouse Chief Executive Officer Gavriel Kahane, Sapir CEO Alex Sapir and Stephane Farouze, chairman of 8F Investment.
Columbia rose 10.2% to $17.22 at 10:59 a.m. in New York on Thursday, giving the company a market value of about $2 billion.
Columbia confirmed in a statement Thursday it had received the proposal and said it would evaluate it with its legal and financial advisers to determine the best course of action for the company and its shareholders.
The investor group said it has hired advisers, and has arranged a term sheet for financing from an unnamed alternative investment management firm with roughly $50 billion in assets under management, subject to the standard due diligence. It also said it is open to discussing the participation of the company’s officers, employees, and stakeholders in the transaction, although it said that it was not a condition to the proposal.
“Our proposal delivers full value that exceeds what the company can be expected to achieve in the coming years based on the expected public market challenges and leadership’s stated plans. We also believe our proposal would be beneficial to the company’s officers and employees, who we envision working with to grow the company over the long-term in the more forgiving, stable private market,” the group said.
The group said it was prepared to move forward with due diligence that could be conducted concurrently with finalizing the deal. It said it believed it could occur within the next 45 to 60 days.
The shares have been under pressure in recent years. They’ve fallen about 28% over the past five years despite a roughly 25% gain over the past 12 months through Wednesday’s close, according to Bloomberg data.
Board Nominees
Columbia disclosed earlier this week that Arkhouse has nominated six directors to its nine-member board. The company said it determined none of the nominees were suitable because they share overlapping business interests and lack public board and management experience. Columbia has put forth its own slate of nine directors, and said it has the right strategy and leadership to deliver value to shareholders.
Columbia also said Monday it believed Arkhouse has been focused on attempting to acquire or force a sale of the company since its initial investment. The company said Chief Executive Officer Nelson Mills met with Kahane earlier this month where Kahane proposed Mills lead a management buyout of the company with the backing of Arkhouse and others. Kahane did not indicate whether he had adequate financing at the time.
Columbia said it offered to pursue discussions with Arkhouse on a confidential basis, with a standard non-disclosure agreement. The offer to pursue the talks was rejected. Columbia said it believed the goal was for Arkhouse to maintain optionality with respect to running a proxy context “and leveraging the publicity from a proxy contest to force the company into a sale in which Arkhouse could participate.”
“In an attempt to work constructively with the board, Arkhouse opted to not announce its nomination for several weeks in an effort to commence a substantive, private discussion with Columbia’s leadership about a mutually agreeable resolution that was in the best interest of stockholders. We remain willing to discuss a negotiated resolution involving the withdrawal of the nomination,” the group said.
Columbia owns, operates and develops properties in New York, San Francisco, Washington D.C. and Boston, according to its website. It has an office portfolio of 15 properties that contain more than six millions square feet of rentable space, as well as four other properties under development.
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