CB Richard Ellis has announced it has entered into a definitive agreement to acquire Insignia Financial Group Inc. for $11 per share of common stock in cash, plus the potential for incremental consideration. Upon completion, the transaction would create a real estate services company with revenues exceeding $1.8 billion, 16,000 employees in 47 countries, and market leadership positions in major business centers, including New York, Los Angeles,, London, Paris and Hong Kong.
The all-cash transaction is valued at approximately $415 million, including repayment of net debt and redemption of preferred stock, and is subject to Insignia shareholder approval and other conditions.
Insignia will endeavor to sell certain real estate assets prior to the closing of the transaction. To the extent that Insignia is able to realize more than $45 million in cash for these assets, the amount received over $45 million will be paid to shareholders, up to an additional $1.00 per share of Insignia common stock. There can be no assurance that Insignia will achieve more than $45 million through the asset sales.
Upon closing, the combined company will operate globally as CB Richard Ellis, and is expected to: generate $90 billion of annual sales andtransactions (based on 2001 activity); rank as the world’s largest commercial property manager, with a combined portfolio of nearly 850 million sq. ft. on a worldwide basis; conduct $32 billion in capital markets transactions, including property sales and mortgage banking; manage more than $13 billion in assets, primarily for institutional partnerships ; conduct in excess of $290 billion of appraisals; and offer the industry’s largest proprietary market research infrastructure, including nearly 300 local market research professionals, complemented by the macro-analytical and forecasting capabilities of its Torto-Wheaton Research unit.
In addition to Insignia shareholder approval, the transaction, which is expected to close in June, is subject to the receipt of financing and regulatory approvals. The combination will reunite the Richard Ellis name and brand into one organization. In 1998, Insignia acquired the U.K. operations of Richard Ellis and CB Richard Ellis, then known as CB Commercial, acquired theoperations of Richard Ellis.
Tothe transaction, CB Richard Ellis will receive a cash contribution of up to $145 million from Blum Capital Partners. CB Richard Ellis has also received a commitment from Credit Suisse First Boston for the necessary debt financing. CB Richard Ellis was taken private in July 2001 in an $800 million management buyout transaction led by Blum Capital Partners.
Andrew L. Farkas, Insignia’s chairman and chief executive officer, will continue as chief executive officer of the Insignia businesses through the transaction’s closing in June.