Aedifica and Cofinimmo agree to merge, forming Europe’s leading Healthcare REIT

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Aedifica and Cofinimmo have reached a landmark agreement to merge their operations, forming Europe’s leading healthcare-focused real estate investment trust (REIT). The transaction, structured as an all-share voluntary exchange offer, follows Aedifica’s initial proposal on 1 May 2025.

Under the terms of the agreement, Aedifica will offer 1.185 new Aedifica shares for each Cofinimmo share. The offer, subject to shareholder and regulatory approvals, requires a minimum acceptance of over 50 percent of Cofinimmo’s outstanding shares. If approved, the combined entity will hold a gross asset value (GAV) of approximately 12.1 billion euros —positioning it as the fourth-largest healthcare REIT globally.

The boards of both companies have unanimously endorsed the deal, highlighting its strategic rationale and anticipated synergies. By joining forces, Aedifica and Cofinimmo aim to accelerate growth, achieve operational efficiencies worth around 16 million euros annually, and strengthen their credit profile. A potential upgrade in credit rating to BBB+ by S&P could also reduce financing costs, particularly in bond markets.

"This milestone represents a significant achievement for both organisations", says Serge Wibaut, Chairman of Aedifica. "Together, we are creating a strong, scalable platform with complementary expertise and geographic reach."

Cofinimmo Chairman Jean Hilgers adds, "Despite a difficult start, we reached a balanced and mutually beneficial agreement. This transaction opens up new growth opportunities for all stakeholders."

The combined entity will retain its primary listing on Euronext Brussels and its inclusion in the BEL20 index. A balanced governance model has been established: the post-merger board will include five non-executive directors from each company, alongside Aedifica CEO Stefaan Gielens. Jean Hilgers will take over as Chairman following the integration.

Subject to the approval of Aedifica’s shareholders at an Extraordinary General Meeting expected in July and regulatory clearance in Belgium, the Netherlands, and France, the exchange offer is anticipated to open around 1 September 2025.

About Aedifica
Aedifica is a Belgian-listed REIT specializing in healthcare real estate across Europe. Its 6.1 billion euros portfolio includes 607 sites in Belgium, Germany, the Netherlands, the UK, Finland, Ireland, and Spain.

About Cofinimmo
Cofinimmo is a long-standing player in the European real estate sector with a portfolio valued at 6 billion euros, of which 4.6 billion euros is in healthcare real estate. The company is listed on Euronext Brussels and holds REIT status in Belgium, France, and Spain.

Advisors
BNP Paribas Fortis and J.P. Morgan advised Aedifica; Goldman Sachs and Lazard advised Cofinimmo. Legal counsel is provided by Stibbe (Aedifica) and A&O Shearman (Cofinimmo).

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