TEL AVIV, Israel, Nov. 25, 2019 /PRNewswire/ -- Further to reports
published by A.D.O. Group Ltd. (the "Company") (TASE: ADO)
regarding a merger agreement signed between the Company on the one
hand and ADLER Real Estate AG (the "Acquiring Company") and
Li Lorgen Ltd., a wholly-owned subsidiary of the Acquiring Company
on the other hand (the "Merger Agreement"), and in
connection with the Company's obligation under the Merger Agreement
to sell shares of its subsidiary ADO PROPERTIES S.A (the
"Subsidiary") (XTERA: ADJ) owned by the Company such that,
following such sale, the Company's holdings in the issued capital
and voting rights of the Subsidiary shall not exceed 33.3% and
shall not be less than 33.2%, the Company is pleased to announce
that on November 25, 2019, it
received irrevocable undertakings from a number of institutional
entities in Israel (third parties
which, to the best of the Company's knowledge, are not parties to
an agreement relating to the holding, purchase or sale of
securities of the Subsidiary; the "Purchasers"), to purchase
from the Company an aggregate amount of up to 2,170,000 shares of
the Subsidiary (representing approximately 4.91% of the issued
capital and voting rights of the Subsidiary), such that Company's
holdings of the Subsidiary's shares after the sale will amount to
approximately 33.25%.
In this context, each of the Purchasers (separately) undertook
to purchase, subject to receipt of a written acceptance notice from
the Company, the shares of the Subsidiary in an off-market
transaction, at a price that is not materially lower than the price
of the Subsidiary's shares on the Frankfurt Stock Exchange at the
date of receipt of the undertakings, subject to the adjustment
mechanism in the event of a change in the Subsidiary's share price
above or below the determined threshold, relative to the average
price of the Subsidiary's shares over a period prior to the sale;
The shares will be purchased without any declaration or
representation or indemnity (As Is). The Purchasers' undertakings
are in effect until December 31,
2019.
It is clarified that, as of the date of the report, the shares
of the Subsidiary have not been sold pursuant to said
undertakings.
The completion of the Merger Agreement is subject to the
fulfillment of the conditions.
About A.D.O Group LTD:
A.D.O. Group is a holding company that hold approximately 38% of
ADO Properties that focuses on the residential real estate sector
and owns a property portfolio of around 24,000 units in
Berlin. The company operates an
entirely integrated, scalable in-house platform that includes a
dedicated property administration. The portfolio of ADO Properties
is concentrated in central locations inside Berlin's S-Bahn-Circle and in attractive
districts on the city's periphery
Contact:
Ilan
Roth
Company
Secretary
A.D.O. GROUP
LTD
Tel.:
+972-3-5416303
Email: Ilan@ado.co.il
View original
content:http://www.prnewswire.com/news-releases/ado-group-receipt-of-undertakings-to-purchase-shares-of-ado-properties-sa-300964709.html
SOURCE A.D.O. Group Ltd.