Cofinimmo From a lose - win to a win-win

Last week the board of Cofinimmo did not recommend the voluntary exchange offer of Aedifica at a 1.16x ratio. Now, Cofinimmo believes a 1.21x exchange ratio would be a better balance for its shareholders. Aedifica did not yet agree to the new terms. We (KBC) believe it made sense for Aedifica to at least wait for their AGM yesterday to comment. According to De Tijd (BE newspaper), there was an indication that Aedifica would not increase its bid as it continues to believe the initial offer is fair. The new exchange ratio implies a 4.3% increase to the initial offer. This is in line with our expectations after the initial bid was not recommended.
From Aedifica's perspective it makes sense to pay “only” 4.3% more if this avoids a hostile takeover. It is still EPS accretive for Aedifica, although it drops from 6.0% to 3.8% (FY26). This will increase as the EUR 16.0m synergies are understated. For Cofinimmo shareholders, the revised price means the synergies are more or less equally split. The max ratio is 1.30 at which all synergies would go to the Cofinimmo shareholders and there is no EPS accretion for Aedifica. We increase our COFB TP to EUR 83.0 and repeat our BUY recommendation.