G City Ltd. announces a mandatory public cash tender offer for all the outstanding shares and stock options in Citycon Oyj (publised on 2 December 2025)

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.

Citycon Oyj (“Citycon”) announced on 3 November 2025 that it had received information that G City Ltd’s (”G City”) portion of all shares and voting rights in Citycon has exceeded 50% as a result of a share transaction made on 3 November 2025 and that G City has thereby become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Citycon in accordance with Chapter 11, Section 19 of the Securities Markets Act (746/2021, as amended).

G City has today announced the following information regarding its mandatory public cash tender offer for all the outstanding shares and stock options in Citycon:

G City Ltd. (“G City” or the “Offeror”) published a stock exchange release on 3 November 2025 regarding its share purchase made on 3 November 2025, through which it acquired a total of 14,182,052 shares in Citycon Oyj (“Citycon” or the “Company”). As a result of the share purchase, G City’s shareholding in Citycon, together with the shares held by G City’s fully owned subsidiary, Gazit Europe Netherlands BV (“Gazit Europe Netherlands”) and Chaim Katzman, exceeded 50 per cent of the voting rights carried by shares in Citycon, thereby obligating G City to launch a mandatory public tender offer for all other shares and securities issued by Citycon entitling to shares in Citycon in accordance with Chapter 11, Section 19 of the Finnish Securities Market Act (746/2012, as amended, “SMA”). As of the date of this announcement, G City, Gazit Europe Netherlands and Chaim Katzman hold in aggregate 106,678,704 shares in the Company, corresponding to approximately 58.11 per cent of all outstanding shares and voting rights in the Company.

G City hereby announces a mandatory public cash tender offer for all the issued and outstanding shares in Citycon that are not held by Citycon or any of its subsidiaries (the “Shares") and for all the issued and outstanding stock options in Citycon that are not held by Citycon or any of its subsidiaries (the “Stock Options")(the “Tender Offer”). Holders of the Shares will be offered a cash consideration of EUR 4.00 for each Share validly tendered in the Tender Offer (the “Share Offer Price”). Holders of the Stock Options will be offered a cash consideration for each Stock Option validly tendered in the Tender Offer as described in the section “The Tender Offer in Brief” below.

KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER

  • The Share Offer Price is EUR 4.00 in cash for each Share validly tendered in the Tender Offer, subject to any adjustments as set out in section “The Tender Offer in Brief” below.
  • Holders of the Stock Options will be offered a cash consideration for each Stock Option validly tendered in the Tender Offer as described in the section “The Tender Offer in Brief” below.
  • The Share Offer Price represents a premium of approximately:
  •  
    • 35.8 per cent compared to the closing price (EUR 2.95) of the Share on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on 31 October 2025, the last day of trading preceding the triggering of the obligation to launch the Tender Offer;
    • 18.9 per cent compared to the volume-weighted average trading price (EUR 3.36) of the Share on the official list of Nasdaq Helsinki during the three (3) months preceding the triggering of the obligation to launch the Tender Offer; and
    • 17.6 per cent compared to the volume-weighted average trading price (EUR 3.40) of the Share on the official list of Nasdaq Helsinki during the twelve (12) months preceding the triggering of the obligation to launch the Tender Offer.
  • The obligation of the Offeror to complete the Tender Offer is conditional upon the receipt of all necessary regulatory approvals, permits and consents required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer.
  • The completion of the Tender Offer is not expected to have any immediate material effects on the operations, business locations or assets, or the position of the management or employees of Citycon.
  • The Offeror has secured the required financing to finance the Tender Offer at completion in accordance with its terms and conditions, and subsequent compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”).
  • The Offeror expects to publish a tender offer document (the “Tender Offer Document”) with detailed information on the Tender Offer on 31 December 2025 at the latest. The offer period under the Tender Offer is expected to commence on or about 2 January 2026, and to expire on or about 16 February 2026, unless the Offeror extends the offer period in order to satisfy the receipt of necessary regulatory approvals for the completion of the Tender Offer. The Tender Offer is currently expected to be completed during the first quarter of 2026.

ABOUT G CITY LTD.  

G City is a limited liability company, incorporated and existing under the laws of Israel, domiciled in Tel Aviv, Israel. G City’s shares are listed on the Tel Aviv Stock Exchange Ltd.  G City is a global real estate company focused on acquiring, improving, developing, and managing mixed use income producing real estate including retail, office and residential properties in densely populated urban areas in key cities. As of September 30, 2025, the group owns and manages 87 properties covering a built-up lettable area of approx. 1.8 million square meters with a value of approx. 32 billion Israeli shekels (including Citycon’s assets).

BACKGROUND AND STRATEGIC RATIONALE

G City has been a long-term investor in the Company since 2004 and believes that its extensive expertise in mixed-use income producing properties in urban areas, combined with its financial resources and strategic vision, positions it to better develop the Company’s long-term growth strategy. G City has strong belief in Citycon’s assets and their quality, which are in line with G City’s portfolio and strategy. In addition, G City’s experience managing similar assets across multiple jurisdictions, access to capital, and long-term investment horizon enable it to pursue strategic initiatives and value-enhancing opportunities.

The completion of the Tender Offer is not expected to have any immediate material effects on the operations, business locations or assets, or the position of the management or employees of Citycon.

THE TENDER OFFER IN BRIEF

G City has, through a share purchase made on 3 November 2025, acquired a total of 14,182,052 Shares in Citycon. The price paid for the acquired Shares was EUR 4.00 per Share, which is also the highest price paid by G City (or parties acting in concert with it in accordance with Section 5, Chapter 11 of the SMA) for Shares in Citycon within the last six (6) months. As a result of the share purchase, G City’s shareholding in Citycon together with the Shares held by G City’s fully owned subsidiary, Gazit Europe Netherlands and Chaim Katzman, exceeded 50 per cent of the voting rights carried by Shares in Citycon, thereby obligating G City to launch the Tender Offer in accordance with Chapter 11, Section 19 of the SMA. After the share purchase, G City has acquired a total of 1,120,702 Shares in Citycon through market purchases, all of which have been made at prices below the Share Offer Price.

The Offeror undertakes to comply with the Helsinki Takeover Code issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”).

As at the date of this announcement, Citycon has a total of 183,569,011 issued shares, all of which are outstanding Shares, and a total of 894,924 outstanding Stock Options, comprising of 298,308 Stock Options 2025D, 298,308 Stock Options 2025E and 298,308 Stock Options 2025F. The Company has informed the Offeror that the applicable subscription periods under Stock Option Plan 2022A-D will end on 31 December 2025, prior to the expected commencement of the offer period under the Tender Offer, and that there are no outstanding Stock Options in Stock Option Plan 2024 and Stock Option Plan 2024A-C and, accordingly, the Tender Offer is not extended to such stock options. Based on the information made publicly available by Citycon as of the date of this announcement, neither Citycon nor its subsidiaries hold any treasury shares. As at the date of this announcement, G City holds 70,276,770 Shares in Citycon, representing approximately 38.28 per cent of all Shares in Citycon, and Citycon’s fully owned subsidiary, Gazit Europe Netherlands, holds 36,285,000 Shares in Citycon, representing 19.77 per cent of all Shares in Citycon. Chaim Katzman, who exercises ultimate control in the G City group, holds 116,934 Shares in Citycon, representing approximately 0.06 per cent of all Shares in Citycon.

G City reserves the right, to the extent permitted by applicable laws and regulations, to acquire Shares and Stock Options in public trading on Nasdaq Helsinki or otherwise before the commencement of the offer period, during the offer period, and/or after the offer period of the Tender Offer or otherwise outside the Tender Offer.

The Share Offer Price and the Option Offer Prices

The Share Offer Price is EUR 4.00 in cash for each Share validly tendered in the Tender Offer, subject to any adjustments as set out below. The Tender Offer values Citycon’s total outstanding equity at approximately EUR 734 million.

The Share Offer Price represents a premium of approximately:

  • 35.8 per cent compared to the closing price (EUR 2.95) of the Share on the official list of Nasdaq Helsinki on 31 October 2025, the last day of trading preceding the triggering of the obligation to launch the Tender Offer;
  • 18.9 per cent compared to the volume-weighted average trading price (EUR 3.36) of the Share on the official list of Nasdaq Helsinki during the three (3) months preceding the triggering of the obligation to launch the Tender Offer; and
  • 17.6 per cent compared to the volume-weighted average trading price (EUR 3.40) of the Share on the official list of Nasdaq Helsinki during the twelve (12) months preceding the triggering of the obligation to launch the Tender Offer.

The price offered for each Stock Option validly tendered in the Tender Offer is EUR 0.38 in cash for each outstanding Stock Option 2025D (the “Option 2025D Offer Price”), EUR 0.38 in cash for each outstanding Stock Option 2025E (the “Option 2025E Offer Price”) and EUR 0.38 in cash for each outstanding Stock Option 2025F (the “Option 2025F Offer Price”, together with the Option 2025D Offer Price and the Option 2025E Offer Price, the “Option Offer Prices”), subject to any adjustments as set out below.

The Share Offer Price has been determined based on 183,569,011 issued and outstanding Shares. The Option 2025D Offer Price has been determined based on 298,308 issued and outstanding Stock Options 2025D, the Option 2025E Offer Price has been determined based on 298,308 issued and outstanding Stock Options 2025E and the Option 2025F Offer Price has been determined based on 298,308 issued and outstanding Stock Options 2025F.

Should the Company increase the number of Shares that are issued and outstanding on the date hereof as a result of a new share issue, reclassification, stock split or any other similar transaction, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the offer period or during or after any subsequent offer period), the Offeror reserves the right to adjust the Share Offer Price and the Option Offer Prices payable by the Offeror on a euro-for-euro basis.

The Offer Period

The offer period under the Tender Offer is expected to commence on or about 2 January 2026 and expire on or about 16 February 2026.

The Offeror reserves the right to extend the offer period from time to time in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, including, in order to satisfy the receipt of all necessary regulatory, governmental or similar approvals, permits, clearances and consents from authorities or similar, required under applicable laws in any jurisdiction for the completion of the Tender Offer. The Tender Offer is currently expected to be completed during the first quarter of 2026.

The detailed terms and conditions of the Tender Offer as well as instructions on how to accept the Tender Offer will be included in the Tender Offer Document, which the Offeror expects to publish on 31 December 2025 at the latest.

Regulatory Condition for Completion of the Tender Offer

The obligation of the Offeror to complete the Tender Offer is conditional upon the receipt of all necessary regulatory approvals, permits and consents required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the SMA.

The Offeror will, as soon as reasonably practicable, make all material and customary submissions, notifications and filings required to obtain all necessary regulatory approvals, permits, clearances and consents from authorities or similar, including without limitation approvals required under applicable foreign direct investment laws, required under applicable regulatory laws in any jurisdiction for the completion of the Tender Offer. Currently the Offeror has identified Swedish foreign direct investment clearance as the only necessary regulatory approval for the completion of the Tender Offer.

Based on currently available information, the Offeror expects to obtain such necessary regulatory approvals to complete the Tender Offer during the first quarter of 2026. The Offeror will use its reasonable best efforts to obtain such regulatory approvals. However, the length and outcome of the regulatory approval process are not within the control of the Offeror, and there can be no assurances that clearances will be obtained within the estimated timeframe, or at all.

Financing

The Tender Offer is fully financed by a combination of cash funds available to the Offeror and debt financing provided by an Israeli bank to the Offeror pursuant to a financing agreement.

The debt financing has been committed, subject to the following conditions normally used on the financial markets:

  1. the provision of certain customary documentary and commercial conditions precedent, which are in the control of the Offeror,
  2. the completion of the Tender Offer,
  3. compliance by the Offeror with certain provisions relating to security arrangements, which are in the control of the Offeror,
  4. no material adverse change in the financial condition of the Offeror has occurred since 27 November 2025, the date of its latest release of financial statements,
  5. the representations and warranties that the Offeror has made to the bank remain accurate, including representations as to the company’s continued solvency and compliance with laws,
  6. the Offeror complies with its undertakings under the loan agreement, including but not limited to meeting certain financial covenants (including with regard to the Offeror’s shareholder equity, the Offeror’s and Citycon’s debt to assets ratio and the Offeror’s interest coverage ratio),  and no event of default under the financing agreement has occurred (that is, G City remains in compliance with its obligations under the financing agreement as well as its other contractual obligations, and no event occurs that would render it insolvent or threaten its continued financial stability), and
  7. it has not become illegal or prohibited for the bank to make available or allow to remain outstanding the debt financing, or to enforce its rights under the loan agreement.

The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of debt financing.

Future plans concerning the Shares and Stock Options

The Offeror offers to acquire all the Shares and Stock Options. If, as a result of the completion of the Tender Offer or otherwise, the Offeror’s ownership has exceeded 90 per cent of all Shares and votes in the Company, the Offeror may commence compulsory redemption proceedings for all the remaining Shares in accordance with the Finnish Companies Act. If the Offeror would decide to commence such proceedings, the Offeror would thereafter apply for the Citycon shares to be delisted from Nasdaq Helsinki, as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki. In connection with any such redemption proceedings, the Offeror would also acquire the Stock Options which have not been validly tendered in the Tender Offer, or otherwise acquired by the Offeror, in accordance with the terms and conditions of such Stock Options.

If, as a result of completion of the Tender Offer or otherwise, the Offeror’s ownership does not exceed 90 per cent of all Shares and votes in the Company or in the case the Offeror would not decide to commence compulsory redemption proceedings in the event its ownership exceeds 90 per cent of all Shares and votes in the Company, the Company will continue to be listed on Nasdaq Helsinki and the Offeror intends to continue to support and develop Citycon’s business operations in accordance with the highest international standards and in the best interests of all shareholders of Citycon.

The full release published by G City is attached to this stock exchange release.

The Board of Directors of Citycon will review the mandatory tender offer by independent members in accordance with the Securities Markets Act and other applicable laws and regulations and publish its statement on the mandatory tender offer once the tender offer document has been published. Citycon has appointed Deutsche Bank AG as its financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor in connection with the mandatory tender offer. Citycon has undertaken to follow the Helsinki Takeover Code issued by the Finnish Securities Market Association.