EANS-News

Atrium European Real Estate Limited / Atrium's Independent Committee and Gazit Globe announce proposed merger for EUR3.63 per Atrium share in cash, subject to Atrium shareholder approval - ATTACHMENT

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Company Information/Mergers - Acquisitions - Takeovers

St Helier Jersey / Channel Islands -

Atrium's Independent Committee and Gazit Globe announce proposed merger for
EUR3.63 per Atrium share in cash, subject to Atrium shareholder approval

Jersey, 18 October 2021 - The Independent Committee of the Board of Directors
(the "Independent Committee") of Atrium European Real Estate Limited (VSE/
Euronext: ATRS), ("Atrium" or the "Company") and the board of directors of Gazit
Hercules 2020 Limited ("Newco"), which is an indirect wholly-owned subsidiary of
Gazit-Globe Ltd ("Gazit") are pleased to announce that they have signed a
definitive merger agreement for a recommended 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
affiliates for cash at a price of EUR3.63 per Atrium share (the "Offer Price"),
including a payment in the amount of EUR3.03 per share in cash paid by Gazit
(the "Cash Offer Price") and EUR0.60 per share by way of a cash dividend paid by
the Company (the "Special Dividend").

In addition to the increase of the Offer Price, the Independent Committee has
also negotiated that Atrium shareholders are entitled to receive the pro-rata
funds from operations less maintenance capital expenditure generated between the
date of the last dividend payment and completion of the Acquisition (the
"AFFO"). Shareholders will receive both the Offer Price and the AFFO.

The Acquisition is to be implemented by means of a statutory merger between the
Company and Newco under Part 18B of the Companies (Jersey) Law 1991, as amended
(the "Merger").

The Offer Price reflects an increase of EUR0.28 per share or 8.4% compared to
the initial proposal of Gazit of EUR3.35 per share submitted on 2 August 2021
(the "Initial Proposal") as well as the inclusion of additional dividends
payable up to closing, reflective of AFFO. The Offer Price also implies a 23.9%
premium to the unaffected share price as of 30 July 2021 (EUR2.93 per share), a
22.3% premium to the 30-day volume weighted average price (VWAP) to 30 July 2021
(EUR2.97 per share) and a 23.9% premium to the 90-day VWAP to 30 July 2021
(EUR2.93 per share), being the last trading day prior to announcement of the
Initial Proposal.

"The Offer Price represents an attractive opportunity for Atrium's minority