Summary: Aedifica has secured control of Cofinimmo following the exchange offer's initial acceptance period, with 30,312,595 Cofinimmo shares tendered between Jan. 30 and March 2. The outcome clears the way for a planned merger and establishes key dates for settlement and dividend rights tied to newly issued Aedifica shares.
Acceptance period and outcome
Aedifica confirmed that 30,312,595 Cofinimmo shares were submitted during the initial acceptance window, which ran from Jan. 30 to March 2. That level of participation means Aedifica will hold 79.57% of Cofinimmo's share capital, satisfying the threshold conditions set for the exchange offer.
The company said the threshold conditions for the exchange offer have therefore been met, enabling it to move forward with the next phases of the transaction.
Market reaction
Following the disclosure of the acceptance results, Cofinimmo's shares dropped about 5% and Aedifica's shares fell roughly 3%.
Settlement, shares issued and dividend timing
The transaction is scheduled to settle on March 10. At that time Aedifica will issue 35,920,425 new shares to Cofinimmo shareholders who accepted the offer. Those newly issued Aedifica shares will carry the right to receive the full dividend for the 2025 financial year.
Aedifica noted that, following approval of its annual accounts at the annual general meeting planned for May 12, the dividend attached to the new shares is expected to be paid beginning May 19.
No reopening of the exchange offer; merger planned
Given the high level of shareholder participation, Aedifica said it will not reopen the exchange offer. Instead, the company intends to proceed toward a merger by absorption of Cofinimmo, as previously outlined.
The combination of the two firms was first agreed in June 2025 and is presented by the companies as a step to create a leading healthcare-focused real estate investment trust in Europe.
Portfolio footprint
Aedifica manages a portfolio of more than 615 assets across several European countries, including Belgium, Germany, the Netherlands, the U.K., Finland, Ireland and Spain.
Bottom line: The successful initial acceptance period gives Aedifica control of Cofinimmo and sets concrete next steps - a March 10 settlement, issuance of new shares carrying 2025 dividend rights, and a move toward merger by absorption. Market prices for both companies reacted with modest declines on the announcement.