1. The deal
Less than 18 months after purchasing, in a huge deal, the Ramat Aviv and the Savyonim shopping centres from Lev Leviev’s Africa Israel and turning from an anonymous player to a key figure in the shopping centres market in Israel - yesterday Melisron took a giant step towards becoming Israel’s largest shopping centres company: Melisron reported that it is in engaged in contacts, through its parent company Ofer Investments, for acquiring about 71% control of the property investment company, British Israel, for about NIS 1.7 billion. This is one of the largest investment property transactions in Israel in recent years.
Should the deal go through, the two groups will control the shopping centres market in Israel: Melisron, that will be holding shopping centres worth about NIS 11 billion; and Azrieli that owns shopping centres valued at about NIS 6.5 billion. Melisron is owned by Ofer Investments that in turn is owned by Yuli, Eyal and Liora Ofer.
Today, British Israel holds about 20 shopping centres as well as several business parks and office buildings around Israel. Melisron holds about four shopping centres in Israel, so that the merged group will overtake the Azrieli Group in terms of property value and space, making it the largest investment property group in Israel. The Melisron-British Israel Group will hold income producing properties amounting to about 770,000 sq.m. (in the consolidated balance sheet). The Azrieli Group holds about 233,000 sq.m. of commercial area and about 341,000 sq.m. of offices, of which about 98,000 sq.m. are located abroad.
Liora Ofer, the chairman of Melisron, said yesterday: “The acquisition of British Israel by Melisron and Ofer Investments constitutes a most important strategic purchase for the companies. British Israel has a spread and distribution of income producing properties and shopping centres throughout Israel. British’s holdings in high-tech industrial parks and offices expand the range of their holdings. British has projects under construction that will produce additional income in the near future”.
2. Exit Noe and Biram
British Israel, currently managed by Amir Biram, is owned today by Leo Noe (55.7%), Favio Zabladovic (15.65%) and the Migdal Group (5.7%).
In 2004, Noe bought control of Azorim Properties (which then changed its name to British-Israel) from IDB for about NIS 360 million, and since then has made additional investments in the company as well as introduced partners, primarily through share exchange transactions with Zabladovic, the British Jewish billionaire, and the Bronfman family (the controlling owner of the Israel Discount Bank). According to estimates, Noe has returned all of his investment in British such that the entire cash flow, amounting to about NIS 1.2 billion, will be considered by him as pre-tax profit, whereas the net profit that he expects to record is estimated at NIS 1 billion. Someone else who is expected to rake in a huge profit from the transaction is Amir Biram, British’s CEO, who holds about 6% of the company, UK ONE, which holds British, so he is expected to receive about NIS 80 million (before tax) for his shares. According to estimates, Biram is expected to continue to lead the company initially after completion of the transaction.
3. Strategies
The retail market, as we have said, is expected to wake up to a new reality in which Israel’s shopping centres have only two owners - Azrieli and Melisron. The Azrieli Mall in Tel Aviv is controlled by businessman and architect David Azrieli, who was the first to import the concept of the modern mall about 30 years ago. In recent years, Azrieli has built mall after mall in central locations in Israel’s major cities, such as the Ayalon Mall in Ramat Gan, the Malha Mall in Jerusalem, the Negev Mall in Beersheba and the Azrieli Mall in Tel Aviv. Azrieli also purchased malls like the Sharonim in Hod Hasharon, two outlets in Herzliya and Or Yehuda and recently also the Haifa Mall owned by Delek Real Estate. But his strategy has always remained the same: the development and construction of new malls. In this way, two years ago, he opened the Modiin Mall and plans to open the Northern Mall in Kiryat Ata and another mall in Rishon Lezion.
Melisron operated a similar strategy with two shopping malls that are among the most successful and largest in Israel: the Kiryon in Kiryat Bialik and the Renanim Mall in Ra'anana. Despite holding two successful malls, Melisron neither increased the number of assets owned nor became a significant player in the market.
British Israel’s Israel Shopping Centres is completely different. British Israel began its activities in Israel in 2004 - great timing in a market full of opportunities and properties at low prices. Israel only had one major shopping malls group, Azrieli, with all the other malls scattered among many companies in private hands.
British Israel’s aim, to be the country's leading network of malls and shopping centres, dictated a massive acquisition of commercial centres. There was no time to buy land, to design and build a large mass of commercial centres, so they began a shopping spree that started with the purchase of Azorim Properties from Ganden Properties, controlled by Nochi Dankner, for NIS 360 million. Today they hold an impressive portfolio of some 20 commercial properties and office buildings.
The company could not penetrate the central region and mainly focused on the second circle with malls like the Grand Kenyon in Petah Tikva, the HaSharon Mall in Netanya and the Rehovot Mall. Their other properties are smaller in more inferior locations. Despite the large number of properties, they could not muster real competition against Azrieli.
When the opportunities ended, British began to develop new properties like in Ashdod and a new project in Beersheva in partnership with Eli Lahav as well as the other deals they are still doing.
While Azrieli builds a lot and buys little and British Israel buys a lot and also develops, Melisron remained without a clear strategy or vision. It didn’t build or buy - and lags far behind with its assets portfolio consisting mainly of two major assets - the Kiryon Mall in Kiryat Bialik and the Renanim Mall in Ra'anana. Although only two malls, both are the largest in the country (about 40,000 sq.m. for rent) and of high quality. The Kiryon Mall is considered one of Israel’s most successful malls.
Half a year ago, with the appointment of Liora Ofer as chairman of Ofer Brothers Properties, came the revolution. Ofer had its first opportunity during the economic crisis, which made it difficult to Africa Israel to fund its debentures, and thus forced it to part from the Ramat Aviv Mall.
Among the natural candidates to buy the mall were both British Israel and Azrieli. Contacts with these two groups led nowhere and then Melisron surprised everyone by acquiring Africa Israel’s share (73%) at a value of NIS 1.5 billion.
The market said that Ofer had agreed to pay what the other two had refused to do in order to hold one of the most expensive, prestigious and successful shopping malls and to finally gain a foothold in central Israel. This acquisition sent a clear message to the market: "We are serious". Regrettably for Ofer, she woke up too late and with bad timing: when there is no supply of attractive shopping centres for sale and the mall owners are rich and liquid players, just like her, people are looking to buy.
4. Shortcut to the top
If there are no properties available, Ofer Investments could make its opportunity by purchasing British Israel with its entire portfolio. Over the past 18 months, Noe has been reducing his holdings in the Company, and if this deal goes through, he will make his grand exit and sell the company at a profit.
Ofer, for her part, will buy her NIS 1.7 billion shortcut ticket to the top. In one day, she will do what it took Azrieli 30 years and Noe 6 years: to control one of the major malls groups in Israel and become one of the country's largest real estate companies.
Melisron's portfolio has much quality and prestige: the Ramat Aviv Mall, the Renanim and the Kiryon. British Israel's portfolio will add quantity to this: more than 20 properties across the country.
The transaction price is 30% higher than British’ stock market price
To ease the financial burden of financing the transaction, Melisron will acquire 60% of the British Israel shares being sold (about 42.6%), and Ofer Investments will acquire approximately 40% (approximately 29% from British). Melisron is expected to invest about a billion shekels in British shares, with the remainder to be invested by Ofer Investments. The shares will be bought at NIS 14.5 per share - a price about 30% higher than the price of British at the start of trading yesterday. This price gives British a value of NIS 2.4 billion.
In addition, the deal is being done at an equity multiplier of 1.3 (including the control premium). British shares rose yesterday by 3.9%, so that the premium on its market price dropped to about 21%. Melisron’s shares remained steady. As of the end of June 2010, Melisron had cash totalling NIS 90 million, so that most of the funding will be through bank loans and the issue of debentures, in exchange for which assets will be charged. The ratio between Melisron’s financial debt and its asset value was approximately 40% and now it will grow to 55-57%.
"When you make a nice return on investment in such a short period - sometimes it's better to cash it in"
Alongside Leo Noe’s expected grand exit from British Israel, Pujo Zabladovic is also succeeding to cash in impressively at British. Tamares Real Estate, controlled by him, joined Noe in late 2008 in the controlling interest in British. This was after two Tamares' yielding properties had been merged into British for about NIS 170 million in cash and an allocation of 25 million British shares that were being traded then at a price of NIS 4.3 per share.
Now he is selling most of his holding, at NIS 14.5 per share, for approx. NIS 370 million (not including dividends) - almost 4 times his investment of a year and a half ago - a profit of about NIS 300 million and will be left with his holding of about 0.7% in British.
"We received a good offer and after much deliberation we decided to realise most of our holdings and turn the money we receive towards new deals," Yodfat Harel, CEO of Tamares Israel told The Marker yesterday.
Does the fact that you are now selling your holding in British show that there is no future in yielding properties in the coming years?
Harel: "No, we are looking for new yielding properties as well, but when you make such a good return on investment in such a short period of time, then sometimes it's better to cash in and move on."
Have you not squeezed the lemon till the pips squeak? Even to the point where a buyer has no opportunity to generate further value?
"I don’t think so. British under Amir Biram did an amazing job, but this company still has somewhere to go."