ING in $2.8b deal to buy Gables Residential Trust.

ING Clarion Partners, a wholly-owned subsidiary of Amsterdam-based ING Group, announced that it has formed a private equity joint venture to purchase Gables Residential Trust, a U.S.-based real estate investment trust (REIT).

Under the terms of the agreement, the venture managed by ING Clarion will acquire all Gables shares for $43.50 per share in cash, which is approximately equal to the net asset value per share. The purchase price represents a premium of 14% over Gables' closing share price on 6 June, and an 18% premium over the average share price over the previous 10 days.

The total transaction is valued at $2.8 billion, including the assumption and refinancing of $1.2 billion of the company's outstanding debt and preference shares, plus closing costs and other adjustments.

The transaction represents the largest public-to-private REIT transaction to date in the multi-family property sector.

ING will provide $400 million in equity to finance the transaction, with the balance of debt and equity capital being arranged by Lehman Brothers Inc. and its affiliates. ING Clarion, the managing partner of the new joint venture, will provide strategic oversight, fund governance and portfolio management skills to capture the benefits afforded by the private sector, including eliminating public company costs.

Gables Residential Trust is a developer, builder, owner and manager of higher-end multi-family properties. It owns more than 20,000 units, primarily in Atlanta, Houston, South Florida, Austin, Dallas, Tampa, San Diego/Inland Empire and Washington, D.C. The company is based in Boca Raton, Florida, and has 1,300 employees.

The purchase will expand and complement ING Clarion's existing portfolio, which consists primarily of office, industrial and retail properties and is underweight in multi-family property compared with U.S. benchmarks.

ING Clarion is a New York-based real estate investment firm with approximately $22 billion under management and a current multi-family portfolio of approximately 10,000 units. ING Clarion is a unit of ING Real Estate, one of the world's largest property investment companies with a portfolio of $69 billion.

Completion of the transaction, which is expected to occur at the end of the third quarter of 2005, is subject to approval by Gables' common shareholders and certain other customary closing conditions. The transaction has been unanimously approved by the company's board, which will recommend that the common shareholders approve the transaction.

For ING, the transaction is expected to have a positive impact on the Tier 1 ratio of ING Bank NV of 4 basis points.