Cibus Nordic Real Estate (CIBUS) M&A Announcement summary

Deal rationale and strategic fit

• Marks the first expansion outside the Nordics, entering Benelux with a high-quality, diversified €508 million portfolio and a strong local team, supporting a pan-European grocery and daily goods real estate platform.

• Enhances tenant and geographic diversification, with Benelux becoming the second largest market and a broadened tenant base anchored by leading supermarket chains.

• Forum Estates brings 149 assets, mainly grocery-anchored, across Belgium, the Netherlands, and Luxembourg.

• Both companies see the transaction as a strategic and cultural fit, unlocking future value for stakeholders.

• Leverages Forum Estates' expertise in sourcing investment opportunities and in-house asset management for future scalability.

Financial terms and conditions

• All-share transaction at an issue price of EUR 15.60 per share, a 30%–31% premium to latest NAV/EPRA NTA, with up to 14.2 million new shares to be issued.

• Forum Estates' 149 properties valued at EUR 508 million, generating EUR 33.1 million in annual gross rental income, with a net acquisition yield of 6.5%.

• Forum Estates shareholders to own about 18% of Cibus post-transaction, with a 180-day lock-up for most and a 12-month lock-up for the CEO.

• Transaction is LTV neutral, with pro forma LTV expected around 58.9%–59% and financial covenants maintained.

• Forum Estates' equity and subordinated loan receivables valued at EUR 219.9 million, paid in new Cibus shares.

Synergies and expected cost savings

• Operational synergies expected from overhead reductions, estimated at EUR 0.5–1.0 million annually.

• Transaction expected to be accretive to earnings per share by 3%–5% and to EPRA NTA per share by 7% from day one.

• Conversion of subordinated loans will lower financing costs, even after a planned EUR 50 million bond.