Neinor Homes shares soared nearly 16% in the stock market on Tuesday after launching a Public Tender Offer (OPA) of 1.070 million euros for Aedas Homes, which fell almost 9% on the stock exchange.
The poor performance of this real estate developer comes after the shares matched their price to the consideration offered by Neinor Homes to acquire the company, which is 10% lower than the price at which Aedas was trading just before the operation became public.
Specifically, Aedas Homes closed the stock market session on Tuesday at a price of 24.85 euros, 8.97% below the 27.3 on Monday, and close to the 24.48 euros that Neinor will pay for each share.
On the contrary, the buyer’s stock price surged 15.96% to 15.84 euros, given its growth potential when it adds all the land bank of the acquired company, which will enable it to deliver around 30,000 homes in the next five years.
In any case, the purchase price will be adjusted to 21.33 euros per share (22% below Aedas’ valuation) after deducting the 136 million euros in dividends recently announced by Aedas Homes and to be paid in July.
FINANCING
Behind the OPA are the funds Orion European Real Estate Fund, Stoneshield Southern Real Estate Holding II, and Welwel Investments, holders, directly or indirectly, of 29.5%, 25.7%, and 13.5% of Neinor Homes’ share capital.
Around 500 million euros will come from own resources, as Neinor Homes has an amount of up to 185 million euros available in its balance sheet and from future cash generation, and could allocate an additional amount of up to 90 million euros in future dividends pending distribution for these purposes.
Likewise, the three main shareholders have assumed unconditional and irrevocable subscription commitments for a maximum total amount of up to 260 million euros to support a capital increase of Neinor Homes for an amount of 225 million euros through a private placement.
As for the rest of the financing, it will come from an issuance of senior bonds guaranteed for a total amount of up to 750 million euros, which will be fully subscribed by entities managed, advised, or controlled by Apollo Capital Management or its subsidiaries. The surplus amount after paying the consideration will be used to reduce Aedas Homes’ debt.
To provide execution certainty to the parties, Neinor Homes has signed a ‘standby volume underwriting letter’ with Banco Santander and J.P. Morgan, under which the latter have committed to secure an amount of up to 175 million euros, in customary terms for this type of agreements.
Neinor Homes, which expects to conclude the acquisition in the fourth quarter of 2025, argues that its leverage will remain in a «prudent» range of between 20% and 30% of the value of its assets.
