Mercal Inmuebles Socimi and Vitruvio Real Estate Socimi have reached an agreement to merge. Specifically, Mercal, which has commercial premises and medium-sized commercial properties valued at 63 million euros, will be absorbed by Vitruvio, as both companies have informed BME Growth.
As part of the merger, Vitruvio Real Estate is expected to approve a capital increase by means of non-cash contributions consisting of 100% of the shares of Mercal Inmuebles through the issue of 2.8 million shares, which will be delivered to Mercal shareholders.
‘The proposed exchange ratio has been determined on the basis of the fair value of the equity of both entities and following the relevant valuation work,’ Mercal Inmuebles and Vitruvio Real Estate state in the communiqués sent to BME Growth.
For the purposes of the merger exchange ratio, the price has been set at 15.6 euros per Vitruvio Real Estate Socimi share, corresponding to the net asset value at 31 December last year. In the case of Mercal Inmuebles Socimi, the price has been set at 47.48 euros per share.
‘The merger and its terms are subject to a favourable outcome of the due diligence process and a commitment by the significant shareholders of Mercal Inmuebles on 31 December 2024 not to dispose of the securities they receive from Vitruvio Real Estate for a period of two years,’ the two companies explain in the notes.
When these conditions are met, the boards of Mercal Inmuebles and Vitruvio Real Estate will submit the merger for approval at their meetings, which will be held in June.
After the agreement, the value of the portfolio of Vitruvio Real Estate Socimi, a company incorporated in 2014, amounts to €267 million. With the incorporation of the assets of Mercal Inmuebles Socimi, the distribution of Vitruvio's portfolio by use is structured as follows: 52% corresponds to commercial assets (premises and parks); 32% to residential (buildings and granular housing); 13% to offices; and 3% to industrial warehouses.
Joaquín López-Chicheri, Chairman of Vitruvio Real Estate, said that ‘this new transaction confirms Vitruvio's position as the project that integrates other real estate investment companies’.
