Noerr advises Deutsche Industrie REIT-AG on delisting offer by CTP N.V.


A Noerr team led by Holger Alfes and Laurenz Wieneke has advised Deutsche Industrie REIT-AG (“DIR”) on the conclusion of a business combination agreement regarding the merger with Dutch company CTP N.V. (“CTP”), a leading developer and manager of commercial properties in Europe. In this context, CTP has announced its intention to make a voluntary public takeover offer to the shareholders of DIR for all outstanding shares of DIR. The offer at the same time fulfils the requirements of a delisting offer under the provisions of the German Stock Exchange Act (Börsengesetz), which is necessary for the revocation of the admission of the DIR Shares to trading on the regulated market of the Berlin Stock Exchange and the Frankfurt Stock Exchange (Prime Standard). The transaction is valued at approximately €800 million.

Subject to determination of the minimum price by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the final terms set out in the offer document to be published, CTP intends to offer DIR’s shareholders cash consideration in the amount of €17.12 per DIR share or alternatively voluntary consideration in the form of five new shares in CTP in exchange for four DIR shares, which corresponds (based on the closing prices of CTP and DIR as at 25 October 2021) to a notional equivalent of €24.94 per DIR share, representing a premium of approximately 48.0%.

The transaction is expected to close in early 2022. Thereafter, CTP plans to merge DIR into CTP on a cross-border basis.

DIR is a portfolio holder specialising in the acquisition and management of light industrial real estate, whose shares have been admitted to trading on the regulated market of Frankfurt Stock Exchange and the Berlin Stock Exchange since 2017. The completion of the offer will create a leading pan-European listed real estate group for logistics and corporate real estate with a combined portfolio of more than €7.2 billion and wide-ranging project development activities for its own portfolio. For CTP, the transaction offers the opportunity to enter the German market, where CTP has previously not been present.

Noerr is providing DIR with wide-ranging advice in connection with the planned merger and the intended delisting takeover offer. In the past, Noerr assisted in its successful IPO and other corporate measures by the company.

Advisors to Deutsche Industrie REIT-AG: Noerr

Dr Holger Alfes, Dr Laurenz Wieneke (joint lead), Dr Julian Schulze De la Cruz (all Frankfurt), Dr Stephan Schulz (Hamburg, all Capital Markets), Dr Florian-Felix Marquardt (Tax, Frankfurt)

Associates: Dr Philip M. Schmoll, Thomas Thies (both Frankfurt), Dr Jan Hoffmann Linhard (Hamburg), Anne-Kristin Schiller (New York, all Capital Markets)