Neinor launches €1,070mn Tender Offer for AEDAS, redefining the residential real estate landscape

Madrid, 16 June 2025 – Neinor Homes (“Neinor”) today announced a fully backed €1,070mn tender offer to acquire 100% of the share capital of AEDAS Homes (“AEDAS”), executing a bold play to consolidate leadership in Europe’s most dynamic housing market. Banco Santander and J.P.Morgan have acted as advisors to Neinor in this transaction. 

As part of the offer, Castlelake, owner of 79% of AEDAS, has entered into a hard irrevocable agreement to tender its entire stake in the tender offer, providing strong deal visibility and execution certainty.

The offer price negotiated with Castlelake values AEDAS at €24.485/share (€1,070mn equity value), with an adjusted acquisition price of €21.335/share after accounting for the €136mn dividends recently announced by AEDAS to be paid in July 2025.

The transaction is backed by c.€1.25bn in committed capital injected into a new SPV fully owned by Neinor: c.€500mn in equity supported by Neinor between cash (€275mn) and a capital raise (€225mn) fully underwritten by the company’s largest shareholders (Orion, Stoneshield and Adar), and c.€750mn through senior secured notes fully subscribed by funds managed, advised or otherwise controlled by Apollo. The proceeds from the senior secured notes will be used to fund the takeover, as well as to partially refinance certain existing corporate indebtedness of AEDAS and its group.

In order to provide certainty of execution to the parties, Neinor has entered into a standby volume underwriting letter with Banco Santander, S.A. and J.P. Morgan SE, under which Banco Santander and J.P. Morgan have agreed to volume underwrite an amount of up to €175mn on a standby basis, on terms customary for this type of agreements.

This structure ensures that Neinor’s liability is strictly limited to its committed capital, preserving the company’s financial flexibility while maintaining a conservative LTV in the region of 20-30%. Completion is subject to CNMV’s approval, obtaining other requisite regulatory authorizations and shareholder approval, with closing anticipated in Q4 2025.

Strategic acquisition of c.20,200# high-quality portfolio at c.30% NAV discount

The acquisition of AEDAS represents a unique opportunity for Neinor to grab a sizable, yet cherry-picked portfolio comprising c.20,200# located across Spain’s most dynamic regions. Approximately 50% of the portfolio is concentrated in Madrid, the country’s largest and most liquid residential market.

Beyond its quality, AEDAS’ portfolio offers a high degree of execution certainty with 13.809# under production, 9,049# either under construction or already completed and c.3,700# already pre-sold for €1.7bn in future revenues. The execution embedded provides high visibility on near-term cash flow generation enabling a swift recovery of invested capital in just 3 years and significantly de-risking the transaction from day one.

Furthermore, AEDAS portfolio has been conservatively underwritten at a c.30% NAV discount reflecting Neinor’s highly disciplined investment strategy. This implies an acquisition price of c.€1,000/sqm for the whole portfolio and €634/sqm for its land bank, reinforcing the strong upside potential embedded in the transaction.

Highly accretive transaction to boost profits, dividends and shareholder returns in the short, medium and long term

Neinor has delivered a flawless execution across the first two years of its 2023–2027 Strategic Plan, with strong performance in its core pillars: shareholder remuneration and equity-efficient growth.

On the first pillar, shareholder remuneration, Neinor initially targeted €600mn in shareholder distributions by 2027 and, so far, has already delivered €325mn, representing 60% of the target. This was driven by:

• €325mn in build-to-rent portfolio disposals over the past two years
• A disciplined halt in land acquisitions through most of 2023–24
• Solid profitability and cash generation from its core development business

Following the announced transaction, Neinor has upgraded its shareholder return target to approximately c.€850mn by 2027, a 44% increase with dividend per share (DPS) rising from €7.1 to €9.4 (+c.30%). Of the new target, c.€850mn, there are roughly €500mn pending to be distributed over the next c.3 years, whilst maintaining a conservative leverage profile with LTV to remain between 20-30%.

On the second pillar, equity efficient growth, set a target of €1bn in new investments, of which €500mn would be raised from third-party investors through its asset management platform targeting IRRs above 20%. Up until now, the company has already raised €1.2bn and deployed nearly €900mn, exceeding its initial goals.

In the aftermath of this transaction, Neinor is revising upwards its net income target for 2023-27 to approximately €510mn, a 40% increase from the original €360mn. On an earnings per share basis, EPS expected is now c.€5.9, up from €4.8 before, a 25% increase. Accordingly, the company is now targeting a 15-20% ROE, above its initial objective of c.15% - on ROTE the company is now targeting 20-25%, above its initial objective of c.20%.

Strengthen Neinor’s position as Spanish leading residential platform

The acquisition of AEDAS represents the largest M&A transaction in the sector over the last decade and pushes Neinor to strengthen its position as the Spanish leading platform with capacity to build and develop c.43,200# in the coming years.

The acquisition by Neinor also means that AEDAS’ important residential platform remains under the control of a Spanish listed company in a strategic sector, reinforcing long-term alignment with the national housing market priorities.

Even though the Spanish market is, and will continue to be, highly fragmented, post transaction Neinor will emerge as the largest and most diversified residential developer in the country, uniquely positioned to operate at scale across all key regions and housing segments while providing an effective answer and solution for the much-needed housing supply in the country.

Beyond size, this platform brings together the best teams and professionals in the sector, combining years of operational excellence, local expertise, and leadership in sustainable and community-focused development. This powerful union strengthens our ability to execute across the full housing spectrum - from premium developments to social and affordable housing, from build-to sell to traditional build-to-rent or new living assets such as flex living, co-living and independent senior living - at the highest standards of quality and efficiency.

As the newly formed market leader, we are building the go-to platform for institutional capital seeking exposure to the Spanish residential market. Whether through public markets or private partnerships with Neinor’s Asset Management division, investors will now have a single, scaled, professionally managed vehicle through which to invest in the long-term strength of Spain’s solid housing fundamentals, demographic growth, and deep demand for quality housing.

Borja García-Egotxeaga, Neinor Homes’ CEO comments that: “This is a once-in-a-cycle opportunity to reshape the Spanish residential market. The combination of two best-in-class platforms comes at a pivotal moment - capitalizing on optimal market conditions and positioning Neinor as the go-to platform for institutional investors - both private and public, seeking exposure to the strong fundamentals of Spain’s housing sector. With enhanced scale, geographic reach, and product depth, this transaction firmly establishes our leadership across all key segments of the market. But this deal is not just about size and scale - it is also highly accretive, with earnings per share expected to grow by 25% through 2027, underscoring the compelling value creation for our shareholders.”

Jordi Argemi, Neinor Homes’ Deputy CEO and CFO says: “This is pure value creation. We've acquired over €3bn in high-quality assets at attractive prices across three landmark M&A deals - Quabit, Habitat and now AEDAS. This transaction alone adds €450mn in earnings potential, is fully funded, and delivers a +20% IRR. It's a textbook case of disciplined, accretive growth -and a clear proof point of what this team can execute across the cycle.”