Gazit Globe Updates U.S. Shareholders as to How to Accept Self Tender-Offer for Up to 10 Million of its Ordinary Shares
25 März 2019 - 6:08PM
Gazit Globe (TASE: GZT), a leading global real estate company
focused on the ownership, management and development of retail and
mixed-use properties in major urban markets in North America,
Brazil, Israel, Northern, Central and Eastern Europe, has provided
to its U.S. shareholders updated information concerning its ongoing
self-tender offer (the “Tender Offer”). As previously reported in
its Form CB filed with the Securities and Exchange Commission
(including the English translation of the Israeli tender offer
document appended thereto as Exhibit 99.1, which contained
additions to address U.S. shareholders), Gazit commenced on March
18, 2019 an offer to purchase up to 10 million ordinary shares at a
purchase price of NIS 29 (approximately US $8.04) per share. The
offer expires at 2 pm (Israel time) on Monday, April 1, 2019.
The closing price of the ordinary shares on the Tel Aviv Stock
Exchange on March 17, 2019, the last trading day prior to the
launch, was NIS 28.01 (approximately US $7.77) per share. The
shares subject to the Tender Offer constitute, as of the current
time, 5.3% of Gazit’s issued and outstanding shares. Gazit will
fund the purchase of shares in the Tender Offer with available
resources.
In order to accept the Tender Offer, a U.S. shareholder needs to
transfer his, her or its ordinary shares to a brokerage account on
the Tel Aviv Stock Exchange (the “TASE”). Once a
TASE brokerage account has been established, the shareholder can
request that the broker initiate an acceptance of the Tender Offer.
An acceptance of the Tender Offer cannot be affected directly
through a U.S. shareholder’s existing brokerage account in the
over-the-counter market in the United States.
A U.S. shareholder that desires to accept the Tender Offer
should contact (or request that its U.S. broker contact) Gazit’s
relationship manager at American Stock Transfer & Trust
Company, Gazit’s transfer agent in the United States, at (718)
921-8521, in order to initiate the transfer of shares to the
TASE.
Israel Discount Bank Ltd. (the “Lead
Coordinator”) serves as the coordinator for the Tender
Offer. The offices of the Lead Coordinator with respect to the
Tender Offer are 23 Yehuda Halevi Street, Tel Aviv, and the Lead
Coordinator can be contacted at telephone at +972-76-8055623, or by
fax to +972-76-8890884 in order to answer any questions related to
the Tender Offer and how to affect an acceptance of the Tender
Offer.
None of Gazit, its Board of Directors, or the Lead Coordinator
has made or will make any recommendations to shareholders as to
whether to tender or refrain from tendering their shares in the
Tender Offer. Shareholders must make their own decision as to
whether, and how many shares, they will tender, if any.
Important information regarding the Tender
Offer
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell ordinary shares of Gazit. The Tender Offer described in
this press release has not yet been consummated, and there can be
no assurances that the Company will consummate the Tender Offer on
the terms described in this press release or at all. The
Tender Offer is being made only pursuant to the English translation
of the Israeli Tender Offer document, which Gazit has filed with
the Securities and Exchange Commission (the “SEC”), as modified in
part by the information provided in this press release.
Shareholders and investors should read carefully that document,
together with this press release, because they contain important
information, including the various terms of, and conditions to, the
Tender Offer. Shareholders and investors may obtain a free copy of
the English translation of the Israeli Tender Offer document at the
SEC’s website at www.sec.gov, at
https://www.gazitglobe.com/investor-relations/, or by calling
Gazit’s Investor Relations department, at +972-3-694-8000.
About Gazit
Gazit Globe is a leading global real estate company focused on
the ownership, management and development of retail and mixed use
properties in North America, Brazil, Israel, northern, central and
Eastern Europe, located in urban growth markets. Gazit Globe is
listed on the Tel Aviv Stock Exchange (TASE: GZT) and is included
in the TA-35 index in Israel. As of December 31, 2018 Gazit-Globe
owns and operates 103 properties, with a gross leasable area of
approximately 2.5 million square meters and a total value of
approximately NIS 41 billion. In addition, the Company owns 31.3%
of First Capital Realty Inc and as of December 31, 2018. On
February 28, 2019 Gazit Globe announced that the Company and its
wholly-owned subsidiary entered into agreements related to its
stake in First Capital Realty which are subject to certain
conditions including the approval of the majority of FCR’s
shareholders excluding Gazit, to sell most of its stake in FCR for
aggregate consideration of approximately CAD $1.2 billion
(approximately NIS 3.3 billion). If completed, Gazit’s ownership
interest in FCR would be reduced from approximately 31.3% currently
to approximately 9.9%.
Forward‐Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include all statements that are
not statements of historical fact. Forward-looking statements
herein include those statements regarding Gazit’s ability to
execute its operating plan and future financial performance and any
other statements that are not statements of historical fact. These
statements may be identified, without limitation, by the use of
forward-looking terminology such as “anticipates”, “expects,”
“will” or comparable terms or the negative thereof. Such statements
are based on management’s current estimates, assumptions that
management believes to be reasonable, and currently available
competitive, financial, and economic data as of the date hereof.
Forward-looking statements are inherently uncertain and subject to
a variety of events, factors and conditions, many of which are
beyond the control of Gazit and not all of which are known to
Gazit, including, without limitation, general business and
financial risks such as those risk factors described from time to
time in Gazit’s reports filed with or furnished to the Israel
Securities Authority and Tel Aviv Stock Exchange, which are also
available at https://www.gazitglobe.com/investor-relations/. Other
risks and uncertainties include those concerning the commencement
and completion of the Tender Offer. Investors should keep in
mind that Gazit’s financial results in any particular period may
not be indicative of future results. Gazit is under no obligation
to, and expressly disclaims any obligation to, update or alter its
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise, except as
required by law.
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