Neinor Finalizes AEDAS Takeover, Forging Spanish Real Estate Giant

MADRID, Spain – January 28, 2026 – Neinor Homes has received the final regulatory green light to complete its acquisition of rival AEDAS Homes, a move that creates an undisputed leader in Spain's residential property market. The Spanish Securities Market Commission (CNMV) today authorized Neinor to launch a mandatory tender offer (MTO) for the remaining shares of AEDAS it does not already own.

The offer solidifies a landmark consolidation in the sector, following Neinor's successful voluntary tender offer in December 2025, which saw it secure a commanding 79.20% controlling stake in AEDAS. This final step brings to a close a multi-stage acquisition process that will reshape the competitive landscape for Spanish housing development for years to come.

The Final Offer

Neinor will offer €24.00 per share for the remaining 20.8% of AEDAS's share capital, a price the CNMV has deemed equitable. This figure represents a notable 12.5% premium over the €21.335 per share paid during the initial voluntary offer late last year. The acceptance period for this mandatory bid is set to run from January 30 to February 27, 2026, giving minority shareholders a final window to tender their shares.

The MTO is a regulatory necessity, triggered when Neinor crossed the threshold for a controlling stake. It ensures that all shareholders are treated fairly under the applicable legal framework.

"This mandatory tender offer is being launched in line with the roadmap we communicated to the market and in accordance with the terms approved by the CNMV," commented Borja García-Egotxeaga, CEO of Neinor Homes. "Following the acquisition of control, this step ensures full compliance with all applicable regulatory requirements."

Jordi Argemí, Deputy CEO and CFO of Neinor Homes, added that the milestone allows the company to progress with the integration. "This milestone allows us to move forward on the transaction process and focus on managing Spain’s leading residential development platform, while continuing to pursue disciplined growth in line with our strategy," he stated.

A Financial Powerhouse in the Making

The acquisition is more than just a strategic consolidation; it is a financial maneuver designed to be "highly accretive" and significantly accelerate Neinor's 2023-2027 strategic plan. The deal was underwritten with an expected Internal Rate of Return (IRR) exceeding 20%, signaling strong confidence in its value-creation potential.

Funding for the ambitious takeover was secured through a combination of debt and equity. This included a €750 million debt facility from Apollo and a €225 million equity issuance that was fully underwritten by Neinor's three largest shareholders: Orion Capital Managers, Stoneshield Capital, and Adar Capital Partners. Their backing underscores the conviction of major investors in the transaction's long-term benefits.

The financial implications for the newly combined entity are transformative. Projections indicate a strategic gross asset value of €3.5 billion. S&P Global Ratings has already revised Neinor's outlook from stable to positive, affirming its 'B+' credit rating and anticipating a significant improvement in its financial metrics. The ratings agency expects Neinor's debt-to-EBITDA ratio to improve to around 5.0x by the end of 2026, with EBITDA generation forecasted to soar past €240 million annually from 2026 onwards—a dramatic increase from the €76.5 million reported for fiscal year 2024.

Analysts noted that the acquisition price for AEDAS represented an approximate 30% discount on its net asset value, a point highlighted by one brokerage that called the transaction "very positive for Neinor because it is purchasing at a significant discount."

Reshaping Spain's Property Landscape

This merger fundamentally alters the structure of Spain's residential development sector, which has historically been fragmented. Before the deal, the top four developers collectively held a market share of only around 10%. The creation of this new behemoth establishes a dominant force with unparalleled scale.

The combined land bank gives the new entity the capacity to develop approximately 43,200 housing units. Neinor's existing portfolio, with land for roughly 11,900 homes, is now bolstered by AEDAS's control over land for an additional 20,200 homes. This creates a powerful development pipeline concentrated in Spain's most economically dynamic regions, including Madrid, Catalonia, Andalusia, and the Basque Country. Over 40% of the combined land bank will be located in the high-demand Madrid market alone.

This scale positions the merged company to capitalize effectively on Spain's robust housing market fundamentals. The country continues to face a structural undersupply of new homes amidst strong and sustained demand, supported by a resilient macroeconomic outlook. By combining resources, Neinor can streamline development, potentially influencing everything from housing supply chains to the rollout of new residential concepts like Build-to-Rent (BTR) and senior living, both key strategic areas for the company.

Delivering Enhanced Shareholder Value

Despite the significant capital outlay for the acquisition, Neinor has moved quickly to signal that the deal will enhance, not dilute, shareholder returns. In a clear show of confidence, the company has substantially upgraded its shareholder remuneration targets.

The original 2023-2027 business plan included a €600 million shareholder distribution plan. This has now been increased by 40% to a cumulative €850 million. This upgrade is a direct result of the acquisition's positive financial impact, with Neinor also raising its cumulative net income guidance for the plan's duration from €360 million to €510 million.

Shareholders have already seen the benefits, with a distribution of €125 million (€1.66 per share) in the first quarter of 2025. Another €125 million is anticipated by the first quarter of 2026. This translates to an expected 44% increase in dividends by 2027 compared to the pre-acquisition plan, with approximately €500 million remaining to be distributed over the next three years.

The market's initial reaction to the deal's announcement was positive for Neinor, with its shares jumping 14% to a multi-month high. As the final offer period begins, the focus shifts from deal risk to the strategic execution of integrating two of Spain's largest developers into a single, formidable entity poised to define the future of the nation's housing market.