Cofinimmo rejects €3.1bn takeover bid from Aedifica

Belgian healthcare real estate investment trust (REIT) Cofinimmo has rejected a €3.1 billion takeover offer from Aedifica, stating the bid undervalues its portfolio of specialist care properties and raises concerns over post-merger integration.

Cofinimmo owns a pan-European portfolio of nursing homes, rehabilitation clinics, medical centres, and other healthcare real estate, typically leased on long-term, triple-net contracts. The unsolicited all-share offer, announced on 1 May, proposed an exchange ratio of 1.16 new Aedifica shares for each Cofinimmo share. The offer implied a valuation of €80.91 per share — a 20.8% premium to Cofinimmo’s undisturbed trading price.

However, Cofinimmo’s board of directors said it had “unanimously decided not to support the potential transaction at the proposed terms,” adding that “the proposed exchange ratio does not adequately reflect the quality of Cofinimmo’s portfolio, its cash flow generation, and its prospects for value creation”.

The board also noted that “the proposed exchange ratio does not reflect the significant accretion that the offer would create for Aedifica’s shareholders”.

Both companies are based in Brussels and specialise in healthcare real estate, with assets spread across Belgium, Germany, the Netherlands, Spain, and the Nordics. The proposed merger would have created a combined platform with €12.1 billion in gross assets and a market capitalisation of more than €5.8 billion—positioning the group among Europe’s largest healthcare-focused REITs.

Cofinimmo also raised concerns over post-deal governance: “The contemplated governance structure raises questions regarding the effective integration of the two companies and the capacity to ensure balanced representation and management.”

While acknowledging the potential strategic merits of combining two complementary platforms, the board insisted that “any strategic combination should ensure a fair distribution of synergies and preserve value for all shareholders”.

Founded in 1983, Cofinimmo has steadily expanded its healthcare holdings, accounting for roughly 80% of its portfolio. It has also invested in sustainable building upgrades and energy-efficient assets. Aedifica is similarly focused on elderly care homes and assisted living residences and has pursued cross-border growth and new developments in recent years.

Cofinimmo said it “remains focused on its long-term strategy and will continue to explore all options to maximise value for its shareholders.”

Aedifica has not commented since the rejection. Market watchers are now assessing whether it will return with a revised offer or if other strategic alternatives will emerge.