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Atrium European Real Estate Limited / Update to Recommended Cash Acquisition by Scheme of Arrangement and Go-Shop process

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Company Information

St Helier Jersey / Channel Islands -

Atrium European Real Estate Limited

Update to Recommended Cash Acquisition by Scheme of Arrangement and Go-Shop
process

Jersey, 11 September 2019 - On 23 July 2019, Atrium European Real Estate Limited
(VSE/Euronext: ATRS) ("Atrium" or the "Company"), a leading owner, operator and
developer of shopping centres and retail real estate in Central Europe,
announced that the Independent Committee of the Board of Directors of Atrium had
reached an agreement with Nb (2019) B.V. ("Bidco"), which is an indirect wholly-
owned subsidiary of Gazit-Globe Ltd ("Gazit"), on the terms and conditions of a
recommended all cash acquisition (the "Acquisition") of the entire issued, and
to be issued ordinary share capital of Atrium that is not already owned directly
or indirectly by Gazit or its subsidiaries Gazit Gaia Limited ("Gaia") and Gazit
Midas Limited ("Midas"), Gazit and its subsidiaries together (the "Gazit
Group"). As at the date of such announcement, the Gazit Group owned
approximately 60.1% of Atrium's issued share capital.

On behalf of the Independent Committee of the Board of Directors of Atrium, the
financial and legal advisers (the "Advisers") conducted a disciplined and
independent process intended to ensure the best outcome for all shareholders.
Importantly, a thorough "Go-Shop" process was included to provide a real
opportunity to determine if there are any third party bona fide proposals
superior to the present offer to Atrium's shareholders of EUR3.75 per share in
cash (the "Offer Price") from Gazit. As part of this "Go-Shop" process,
beginning on 23 July 2019, the Advisers contacted 35 potential investors,
including 10 strategic and 25 financial investors that they believe were capable
of acquiring Atrium and supplied them with information on the opportunity. Of
the 35 potential investors contacted, 29 have existing real estate exposure to
the CEE region. The Advisers had numerous follow-up calls and meetings with 21
investors that had expressed an interest to learn more about the opportunity.
Five investors that expressed continued interest in evaluating the Atrium
opportunity under the "Go-Shop" process devoted time and resources, including a
number of them undertaking asset-level underwriting analysis, however all of
them declined interest and no offers were received.