Stibbe advises on strategic real estate acquisition in Continental Europe

Matter
BE Law

Stibbe is pleased to announce its role as legal advisor in the contemplated strategic acquisition of Forum Estates Holding BV by Cibus Nordic Real Estate AB. This transaction marks Cibus' first step into continental Europe, with an underlying property value of approximately EUR 508 million.

The acquisition of Forum Estates, a prominent Benelux-based owner and manager of grocery and daily goods properties, aligns with Cibus' strategy to expand its pan-European platform. The transaction involves the acquisition of all shares and a significant percentage of subordinated loan receivables in Forum Estates, valued at approximately EUR 219.9 million. The consideration will be settled through newly issued shares in Cibus.

The acquisition creates a leading platform for grocery and daily goods real estate in Northwest Europe, with a combined portfolio of ca. 606 properties valued at approximately EUR 2,286 million.

Matthias Maselis, Partner in Stibbe's real estate team: “This transaction provides an excellent opportunity to demonstrate our expertise in corporate real estate within the Benelux region. The seamless collaboration between the Cibus team, the Forum Estates team, and their respective advisors, and in particular the coordination by Van Lanschot Kempen and Kepler, was outstanding, facilitating a smooth and efficient transaction process.”

A significant portion of Forum Estates' investors have already irrevocably committed to contribute their shares and subordinated loan receivables in exchange for newly issued Cibus shares.

The transaction is subject to customary closing conditions, including approval by Cibus' board and an extraordinary general meeting. The transaction is expected to close in the first quarter of 2025.

Stibbe acted as the legal advisor on all Benelux law aspects, including the structuring, due diligence, and transaction documentation, collaborating with Roschier Advokatbyrå, who advised on all Swedish law aspects. Van Lanschot Kempen provided financial advisory services. EY supported the tax, financial, and operational due diligence, while CBRE conducted the commercial due diligence. Sweco handled the technical due diligence, and Vanbreda along with Lockton acted as insurance advisors. Pareto will serve as the listing agent for the newly issued Cibus shares.

The team at Stibbe was led by Matthias Maselis, Jan Peeters and Florent Volckaert, with the expertise of our Benelux real estate, planning and environment, corporate, finance, intellectual property, tax, employment, and TMT teams.

For more information please refer to our client’s press release by clicking the following link.