Neinor Homes has announced the launch of a voluntary takeover bid (OPA) for €1.07 billion to acquire 100% of the share capital of AEDAS Homes, in a transaction that strengthens its position as a leader in the residential market in Europe. Castlelake, AEDAS’s majority shareholder with 79% of the capital, has signed a firm and irrevocable commitment to accept the offer.
The agreed price amounts to €24.485 per share, although it will be adjusted to €21.335 per share after discounting the €136 million dividend announced by AEDAS and scheduled for payment in July. The transaction has secured financing for a total amount of €1.25 billion, structured as approximately €500 million in equity—€275 million in available cash and €225 million from a capital increase fully guaranteed by Neinor’s main shareholders (Orion, Stoneshield, and Adar)—and €750 million through a senior secured bond issue, fully underwritten by funds managed or advised by Apollo. Additionally, a standby letter of assurance has been formalised by Banco Santander and J.P. Morgan SE for an amount of up to €175 million. The transaction is expected to close in the fourth quarter of 2025, subject to approval by the CNMV (National Securities Market Commission), obtaining the corresponding regulatory authorisations, and approval by the shareholders’ meeting.
The acquisition of AEDAS allows for the incorporation of a strategic portfolio of approximately 20,200 homes, with a high concentration (c. 50%) in the Community of Madrid, Spain’s most dynamic market. With 68% of the units under production, under construction, or already completed, and approximately 3,700 homes pre-sold with estimated future revenues of €1.7 billion, the transaction offers high visibility of cash generation and a return on invested capital in less than three years. The transaction has been structured with investment discipline, applying a 30% discount to NAV, implying an average acquisition cost of approximately €1,000/m² for the entire portfolio and €634/m² for the land bank, reflecting significant appreciation potential.
As a result of this transaction, Neinor has changed its financial targets for the 2023–2027 period, increasing estimated net profit to €510 million, representing a 40% increase compared to the previous target of €360 million. Earnings per share (EPS) are revised to approximately €5.9 million (vs €4.8 million), an increase of 25%. In this context, a ROE of between 15% and 20% is expected, above the previous target of 15%, while the estimated ROTE is in the range of 20% to 25%, also exceeding the previous target of 20%.
