Cibus Nordic Real Estate announces today that the remaining closing conditions for the acquisition of Forum Estates Holding BV including its property portfolio have been fulfilled or waived, and that the Transaction has been completed. As part of the completion of the Transaction, the board of directors of Cibus has, by virtue of the authorization granted by the extraordinary general meeting on 14 January 2025, resolved to issue 13,313,895 shares to the sellers of Forum Estates.

 

On 17 January 2025, Cibus announced that it had entered into a binding agreement to acquire Forum Estates and that completion of the Transaction was conditional upon customary closing conditions being fulfilled or waived by Cibus, inter alia, that lenders of a total of at least 90 percent of the outstanding subordinated loan receivables in Forum Estates undertake to contribute their receivables to Cibus. Cibus has today decided to waive the abovementioned 90 percent condition and all other outstanding conditions that had not been fulfilled. Subsequently, the Transaction has been completed. Lenders holding a total of 87.9 percent of the outstanding subordinated loan receivables in Forum Estates, corresponding to an aggregate principal amount of approximately EUR 91,663,679 (of the total outstanding principal amount of approximately EUR 104,254,463), have undertaken to contribute their outstanding subordinated loan receivables to Cibus.

 

Cibus' board of directors has today, by virtue of the authorization granted by the extraordinary general meeting on 14 January 2025, resolved to issue 13,313,895 shares to the sellers in Forum Estates as consideration for the Transaction. The number of consideration shares has been determined based on an agreed share price of EUR 15.60 per Cibus share. Through the share issue, the number of shares and votes in Cibus will increase by 13,313,895, from 62,972,150 to 76,286,045. The share capital of the Company will increase by EUR 133,138.95, from EUR 629,721.50 to EUR 762,860.45. The share issue will entail a dilution of approximately 17.5 percent based on the total number of shares in Cibus after the share issue.

 

As previously communicated, the newly issued Cibus shares are subject to a 6-month lock-up agreement from the date of completion of the Transaction (i.e. from the date of this press release) under which shares can be sold during four windows starting 7 business days, 90 days, 120 days and 150 days after the date of completion of the Transaction. During each window, a maximum of 20 percent of the new Cibus shares may be sold. The remaining shares will be subject to a lock-up until the end of the 6-month period. Separately, Forum Estates' former CEO has agreed to a 12-month lock-up period, subject to the conditions disclosed earlier. In order to guarantee an orderly market, any sales during the open windows will be carried out through one investment bank.

 

An exemption document in accordance with Article 1.5, first paragraph ba, and Appendix IX of Regulation (EU) 2017/1129 regarding the admission to trading of the newly issued shares in Cibus on Nasdaq Stockholm has been registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

"Having today closed the acquisition of the Forum Estates platform we are looking forward to working on our strategy of "Converting food into yield" together with our new colleagues in the Benelux. Not only is the acquisition cash earnings per share accretive from day one, the transaction also grows and further diversifies our overall portfolio to more than 630 properties in 7 countries, while the Cibus Forum Estates platform gives Cibus the potential to expand further in the region. We continue to look for additional accretive investment opportunities in Continental Europe and the Nordics", says Christian Fredrixon, CEO Cibus.

 

Van Lanschot Kempen is acting as sole financial advisor, and Stibbe and Roschier Advokatbyrå are acting as legal advisors to Cibus in connection with the Transaction. Legal due diligence has been carried out by Stibbe, tax, financial and operational due diligence by EY, technical due diligence by SWECO, insurance due diligence by Lockton and Vanbreda and commercial due diligence by CBRE. Pareto Securities will act as issuing agent for the new Cibus shares.