TIAA, through T-C Storage BidCo, announces a recommended cash offer of SEK 62 per share to the shareholders of 24Storage AB

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important notice" at the end of this announcement and in the tender offer document which will be published shortly before the beginning of the acceptance period for the Offer.

Teachers Insurance and Annuity Association of America[1] ("TIAA"), through T-C Storage BidCo AB[2] ("T-C Storage BidCo"), hereby announces a recommended public offer to the shareholders of 24Storage AB ("24Storage" or the "Company") to tender all their shares to T-C Storage BidCo at a price of SEK 62 in cash per share (the "Offer")[3]. The shares in 24Storage are listed on Nasdaq First North Growth Market.

Summary

• The shareholders of 24Storage are offered SEK 62 in cash per share in 24Storage.
• The total value of the Offer, based on all outstanding 14,924,020 shares in 24Storage, amounts to approximately SEK 925 million.
• The price per share in the Offer represents a premium of:

• 31.91 per cent compared to the closing share price for 24Storage's share on Nasdaq First North Growth Market of SEK 47.00 on 5 November 2021 (the last day of trading prior to the announcement of the Offer);
• 44.54 per cent compared to the volume-weighted average trading price for 24Storage's share of SEK 42.90 during the last 30 days prior to the announcement of the Offer; and
• 41.04 per cent compared to the volume-weighted average trading price for 24Storage's share of SEK 43.96 during the last 90 days prior to the announcement of the Offer.

• 24Storage's Bid Committee has unanimously recommended 24Storage's shareholders to accept the Offer. The Bid Committee has obtained a fairness opinion from the independent expert Lenner & Partners Corporate Finance AB stating that the Offer is fair from a financial point of view to the shareholders of 24Storage.
• Shareholders representing in aggregate approximately 86.78 per cent of the number of outstanding shares and votes in 24Storage have, subject to certain conditions, irrevocably undertaken to accept the Offer.
• An offer document regarding the Offer is expected to be made public on or about 9 November 2021. The acceptance period for the Offer is expected to commence on or about 10 November 2021 and expire on or about 1 December 2021.
• The Offer is conditional upon the Offer being accepted to such extent that T-C Storage BidCo becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in 24Storage (calculated before as well as on a fully diluted basis). Further, the Offer will be made on the terms and subject to the conditions 2 – 7 set out below in this announcement.

Jasper Gilbey, Head of TIAA General Account, Europe at Nuveen Real Estate, comments:

"We have been monitoring 24Storage’s development with great interest for a long period of time. 24Storage is the second largest operator-developer in the Swedish self-storage market and benefits from a high-quality property portfolio, progressive sustainability-focused strategy and scalable business model. TIAA is already a major owner of self-storage in the US and our ambition is to leverage that track-record in Europe by using 24Storage as a platform for further growth. In this context we will utilize our experience, network, access to capital and resources to assist 24Storage on its growth journey – and we believe that the growth potential of the Company is reflected in our attractive offer to all shareholders."

Jan-Olof Backman, chairman of the board of directors in 24Storage as well as chairman of the Bid Committee, comments:

"Since its foundation in 2015, 24Storage has been a pioneer in digitalizing the self-storage market. We have successfully established the Company as one of the leading actors in Sweden with a scalable platform ready for growth. It has been an exciting journey and I am proud of what we have accomplished so far. The Bid Committee has today unanimously decided to recommend our shareholders to accept the Offer. I believe that 24Storage, together with TIAA and Nuveen Real Estate, can expand the platform further in Sweden and potentially across Europe."

Background and reason for the Offer

TIAA and T-C Storage BidCo have, through its investment advisor Nuveen Asset Management Europe S.à r.l. ("Nuveen Real Estate") tracked 24Storage for a long period of time and are impressed with the high-quality portfolio that 24Storage has built up since it was established. Nuveen Real Estate is a major investor and manager of self-storage in the US – on behalf of TIAA and other third party clients – and intends to leverage this experience and track record by expanding into Europe. TIAA and Nuveen Real Estate believe that Europe offers an attractive opportunity to be an "early mover" in a sector with strong tailwinds, proven resilience and attractive growth prospects as it matures over the coming years.

TIAA’s commercial assessment is that 24Storage has a high-quality underlying real estate portfolio with attractive growth prospects in what is considered to be a growth market supported by secular growth trends. 24Storage has built up a portfolio of critical mass in a sector where scale is key to driving operational efficiencies and they have also successfully managed to concentrate exposure towards Sweden’s largest cities that are expected to benefit from long-term urbanisation trends. TIAA equally believe that 24Storage is taking the appropriate measures to future-proof the portfolio via a combination of progressive sustainability and technical initiatives. On the sustainability side 24Storage's focus on low energy consumption and minimising its carbon footprint (e.g. via a focus on using renewable energy) is consistent with TIAA’s broader sustainability strategy while the tech-focused operational platform is expected to continue to facilitate efficient scale – as evidenced by the positive progression of web sales since launch.

While 24Storage's current platform already makes them the second largest operator-developer of self-storage in Sweden, TIAA and Nuveen Real Estate believe that their combined access to capital and resourcing across Europe can help the management team fast-track their growth ambitions. Nuveen Real Estate believes that there is still significant scope to expand the platform further in Sweden while equally remaining opportunistic to expanding the platform further across Europe in due course. The relative immaturity of the self-storage market across Europe presents an exciting opportunity to take advantage of a market that is primed for growth – and this is why TIAA believe that 24Storage offers a fairly unique opportunity to leverage a significant portfolio, including a strong development pipeline, with scope to scale further through a combination of organic development and, potentially, further strategic M&A.

TIAA does not currently foresee any material changes to 24Storage's operations including operational sites, its management or employees. TIAA may, following the completion of the Offer, initiate discussions with management and employees to transfer their employment agreements to an affiliate company. Any such transfer will not adversely affect management's and employees' current terms and conditions of employment. Furthermore, there are no employees in T-C Storage BidCo, implying that the Offer will not entail any changes for the management and employees in T-C Storage BidCo.

The Offer

Consideration

The shareholders of 24Storage are offered SEK 62 in cash per share in 24Storage.

Should 24Storage, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. In the event of either of the foregoing, T-C Storage BidCo reserves the right to determine whether this price adjustment mechanism or condition 7 to completion of the Offer (see below) shall be invoked.

No commission will be charged in respect of the settlement of the 24Storage shares tendered to T-C Storage BidCo under the Offer.

Bid premium

The consideration under the Offer represents a premium of[4]:

• 31.91 per cent compared to the closing share price for 24Storage's share on Nasdaq First North Growth Market of SEK 47.00 on 5 November 2021 (the last day of trading prior to the announcement of the Offer);
• 44.54 per cent compared to the volume-weighted average trading price for 24Storage's share of SEK 42.90 during the last 30 days prior to the announcement of the Offer; and
• 41.04 per cent compared to the volume-weighted average trading price for 24Storage's share of SEK 43.96 during the last 90 days prior to the announcement of the Offer.

Total value of the Offer

The total value of the Offer, based on all outstanding 14,924,020 shares in 24Storage, amounts to approximately SEK 925 million.

T-C Storage BidCo's shareholding in 24Storage

Neither T-C Storage BidCo nor any closely related companies or closely related parties own any shares or financial instruments in 24Storage that give financial exposure to 24Storage's shares at the time of this announcement.

Neither T-C Storage BidCo nor any of its closely related parties have acquired or agreed to acquire any shares in 24Storage at a price above the price in the Offer during the six months preceding the announcement of the Offer or any other financial instruments that give financial exposure to 24Storage's shares.

T-C Storage BidCo may acquire, or enter into agreements to acquire, shares in 24Storage outside the Offer and any purchases made or arranged will be disclosed in accordance with applicable rules.

Recommendation from 24Storage’s Bid Committee

The board of directors of 24Storage has appointed an independent bid committee of the board of directors (the "Bid Committee") to evaluate the Offer. The Bid Committee consists of the board members Jan-Olof Backman and Maria Åkrans, who do not have any conflicts of interest in relation to T-C Storage BidCo or the Offer. The Bid Committee has unanimously recommended 24Storage's shareholders to accept the Offer. The Bid Committee has obtained a fairness opinion from the independent expert Lenner & Partners Corporate Finance AB stating that the Offer is fair from a financial point of view to the shareholders of 24Storage. For further information regarding the recommendation and the fairness opinion, please refer to a separate press release from 24Storage.

24Storage's board members Staffan Persson (Swedia HighP AB), Fredrik Tilander (Realm AB), Henrik Forsberg Schoultz (HG Kapital AB) and Anna Henriksson have undertaken towards T-C Storage BidCo to accept the Offer. Accordingly, these board members in 24Storage have conflicts of interest in relation to the Offer.

Undertakings to accept the Offer

T-C Storage BidCo has obtained irrevocable undertakings to accept the Offer from the following shareholders in 24Storage:

• Ernström Kapital AB has undertaken to accept the Offer regarding their 2,919,720 shares in 24Storage, corresponding to approximately 19.56 per cent of the shares and votes in 24Storage;
• Staffan Persson (Swedia HighP AB) has undertaken to accept the Offer regarding his 2,250,000 shares in 24Storage, corresponding to approximately 15.08 per cent of the shares and votes in 24Storage;
• Fredrik Tilander (Realm AB) has undertaken to accept the Offer regarding his 1,510,820 shares in 24Storage, corresponding to approximately 10.12 per cent of the shares and votes in 24Storage;
• Michael Fogelberg (Michael Fogelberg Kapital AB and privately) has undertaken to accept the Offer regarding his 1,360,632 shares in 24Storage, corresponding to approximately 9.12 per cent of the shares and votes in 24Storage;
• Per Josefsson Invest AB has undertaken to accept the Offer regarding their 1,000,000 shares in 24Storage, corresponding to approximately 6.70 per cent of the shares and votes in 24Storage;
• Ulf och Bo Eklöf Invest AB has undertaken to accept the Offer regarding their 727,740 shares in 24Storage, corresponding to approximately 4.88 per cent of the shares and votes in 24Storage;
• Carl Rosvall (Hajskäret Invest AB) has undertaken to accept the Offer regarding his 727,740 shares in 24Storage, corresponding to approximately 4.88 per cent of the shares and votes in 24Storage;
• Johan Thorell (Förvaltningsaktiebolaget Hummelbosholm and Gryningskust Holding AB) has undertaken to accept the Offer regarding his 677,803 shares in 24Storage, corresponding to approximately 4.54 per cent of the shares and votes in 24Storage;
• Adrigo Small & Midcap L/S has undertaken to accept the Offer regarding their 553,391 shares in 24Storage, corresponding to approximately 3.71 per cent of the shares and votes in 24Storage;
• Patrick Metdepenninghen has undertaken to accept the Offer regarding his 490,160 shares in 24Storage, corresponding to approximately 3.28 per cent of the shares and votes in 24Storage.
• Ivar Kjellberg Aktiebolag has undertaken to accept the Offer regarding their 319,149 shares in 24Storage, corresponding to approximately 2.14 per cent of the shares and votes in 24Storage;
• Lovén & Helgesson Invest AB has undertaken to accept the Offer regarding their 152,045 shares in 24Storage, corresponding to approximately 1.02 per cent of the shares and votes in 24Storage;
• Inbox Capital AB has undertaken to accept the Offer regarding their 116,021 shares in 24Storage, corresponding to approximately 0.78 per cent of the shares and votes in 24Storage;
• Assindia AB has undertaken to accept the Offer regarding their 100,000 shares in 24Storage, corresponding to approximately 0.67 per cent of the shares and votes in 24Storage;
• Henrik Forsberg Schoultz (HG Kapital AB) has undertaken to accept the Offer regarding his 45,000 shares in 24Storage, corresponding to approximately 0.30 per cent of the shares and votes in 24Storage; and
• Anna Henriksson has undertaken to accept the Offer regarding her 1,275 shares in 24Storage, corresponding to approximately 0.009 per cent of the shares and votes in 24Storage.

Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 12,951,496 shares have been obtained, which corresponds to approximately 86.78 per cent of the shares and votes in 24Storage.

The undertakings will lapse in the event that a third party, prior to the last time of acceptance the Offer, makes an offer for all shares in 24Storage which corresponds to an offer value exceeding the price in the Offer by not less than five (5.0) per cent per share ("Superior Competing Offer"), provided that T-C Storage BidCo does not match the Superior Competing Offer (i.e. announces a revised Offer at a price that at least corresponds to the price in the Superior Competing Offer) within 10 business days of the Superior Competing Offer. Further, the undertakings are conditional upon that T-C Storage BidCo (a) in all material respects complies with the provisions of the Swedish Corporate Governance Board's takeover rules for certain trading platforms (the "Takeover Rules"), and (b) declares the Offer unconditional no later than 10 January 2022 (unless a Superior Competing Proposal is launched, in which case condition (b) shall no longer apply).

Warrants

The Offer does not include warrants held by subsidiaries of 24Storage or by participants in 24Storage's incentive programs. T-C Storage BidCo will offer the participants in the programs a fair treatment in connection with the Offer.

Conditions for completion of the Offer

The completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that T-C Storage BidCo becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in 24Storage (calculated before as well as on a fully diluted basis);
2. no other party announcing an offer to acquire shares in 24Storage on terms that are more favorable to the shareholders of 24Storage than the Offer;
3. with respect to the Offer and completion of the acquisition of 24Storage, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in T-C Storage BidCo's opinion, are acceptable;
4. neither the Offer nor the acquisition of 24Storage being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which T-C Storage BidCo could not reasonably have foreseen at the time of announcement of the Offer;
5. no circumstances having occurred which have or could reasonably be expected to have a material adverse effect on 24Storage's financial position or operation, including 24Storage's sales, results, liquidity, equity ratio, equity or assets, and 24Storage being subject to bankruptcy, reorganization or similar proceedings;
6. no information made public by 24Storage or otherwise made available to T-C Storage BidCo by 24Storage being inaccurate, incomplete or misleading, and 24Storage having made public all information which should have been made public; and
7. 24Storage not taking any measures that are likely to impair the prerequisites for making or implementing the Offer.

T-C Storage BidCo reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to T-C Storage BidCo's acquisition of 24Storage or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

T-C Storage BidCo reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1, to complete the Offer at a lower level of acceptance.

Financing

The Offer is fully financed by cash available from TIAA's own funds. T-C Storage BidCo is not dependent on external financing for the Offer. Accordingly, the completion of the Offer is not conditional upon any financing being obtained.

Description of T-C Storage BidCo and TIAA

T-C Storage BidCo AB is a newly established Swedish limited liability company (with corporate registration number 559324-6738, domiciled in Stockholm), indirectly wholly-owned by TIAA. T-C Storage BidCo was founded on 17 June 2021 and registered with the Swedish Companies Registration Office on 29 June 2021. T-C Storage BidCo has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer.

Teachers Insurance and Annuity Association of America ("TIAA") is a US domiciled corporation established in 1918.  Amongst other services and products, TIAA offers investment options in a wide spectrum of asset classes from traditional equity and fixed income to real estate and other specialized portfolios. TIAA’s investing platform, TIAA General Account, is an insurance company account invested in a diversified portfolio of USD 283 billion of assets with more than USD 48 billion invested into real estate through its equity and mortgage programme. TIAA is one of only 3 insurance groups in the US to hold the highest possible credit rating from 3 of the 4 largest insurance company rating firms.

Nuveen (or branded affiliates) manages the entirety of TIAA’s own capital as well as capital sourced from third parties with a total of approx. USD 1.2 trillion in worldwide assets under management with USD 38 billion across Europe with a local network of offices in 13 countries. Nuveen holds significant track-record in the self-storage sector with nearly USD 1.5 billion of assets under management in the sector, primarily in the US, but also with transactional track-record in Europe. Nuveen Real Estate is the investment advisor to TIAA and T-C Storage BidCo. 

For further information about TIAA, please visit: www.tiaa.org.

Description of 24Storage

24Storage is a self storage company that offers customers convenient and easy access storage space outside the home or office. The company was founded in 2015 with the vision to digitalise the storage industry and has succeeded in establishing itself since then as one of the biggest players in Sweden. The shares in 24Storage are listed on Nasdaq First North Growth Market. 24Storage currently has 26 self storage facilities in Sweden and has currently 33 employees.

For more information on 24Storage, please refer to 24Storage's website (www.24storage.se).

Preliminary timetable[5]

An offer document regarding the Offer is expected to be made public on or about 9 November 2021. The acceptance period for the Offer is expected to commence on or about 10 November 2021 and expire on or about 1 December 2021. Assuming that the Offer is declared unconditional no later than on or about 3 December 2021, settlement is expected to begin on or about 8 December 2021.

T-C Storage BidCo reserves the right to extend the acceptance period for the Offer, as well as to postpone the settlement date.

Approvals from authorities

The completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in T-C Storage BidCo's opinion, are acceptable. According to T-C Storage BidCo's current assessment, the completion of the Offer will not require any approvals from competition or other authorities.

Due diligence

T-C Storage BidCo has, in connection with the preparation of the Offer, conducted a confirmatory due diligence review of 24Storage including a documentary review and meetings with the management of 24Storage. 24Storage has informed T-C Storage BidCo that no inside information (as defined in Article 7 of the EU Market Abuse Regulation) has been disclosed to T-C Storage BidCo during the due diligence review.

Compulsory redemption proceedings and delisting

If T-C Storage BidCo, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in 24Storage, T-C Storage BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in 24Storage and to promote delisting of 24Storage's shares from Nasdaq First North Growth Market.

Applicable law and disputes

The Offer, as well as any agreements entered into between T-C Storage BidCo and the shareholders in 24Storage as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council's interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer.

Advisors

Arctic Securities is financial advisor and Advokatfirman Schjødt is legal advisor to T-C Storage BidCo in connection with the Offer.

T-C Storage BidCo AB

The board of directors

Information about the Offer:

Information about the Offer is made available at:

www.tcstorage.se

For media enquiries, please contact:

Kara Eigl, Head of PR, EMEA & Asia Pacific at Nuveen

Email: kara.eigl@nuveenglobal.com

Telephone: +44 7823331411

For other enquiries, please contact:

Jasper Gilbey, Head of TIAA General Account, Europe at Nuveen Real Estate

Email: jasper.gilbey@nuveenglobal.com

Telephone: +44 7814791314

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication by T-C Storage BidCo AB in accordance with the Takeover Rules. The information was submitted for publication on 8 November 2021 at 07.00 a.m. (CET).

Important notice

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States, or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.  

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or the United States must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised" person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of T-C Storage BidCo and 24Storage. Any such forward-looking statements speak only as of the date on which they are made and T-C Storage BidCo has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. The reader should, however, consult any additional disclosures that T-C Storage BidCo or 24Storage have made or may make.