Aedifica-Cofinimmo merger 2026: hold, sell, or wait?

Last updated: 2026-05-17

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In May 2026, two well-known Belgian listed property companies — Aedifica and Cofinimmo — are in the final stage of a major merger. Together, they will soon form the largest listed healthcare real-estate company in Europe, with a combined portfolio of more than EUR 12.1 billion (consulted 2026-05-17).

For Belgian retail investors who own Cofinimmo or Aedifica shares, this raises a concrete question: what should I do now? Hold (in French: garder), sell (vendre), or wait a little longer (attendre)? This article explains the facts. It sets out how the merger works, which options exist, and which tax rules apply. It is not investment advice — for personal advice, consult a financial adviser registered with the FSMA.

The merger directly affects your portfolio if you hold Cofinimmo shares: you automatically become an Aedifica shareholder if you do nothing. If you hold Aedifica shares: your company grows significantly, but there are also points of attention. Both situations are explained below.

What are Aedifica and Cofinimmo?

Aedifica and Cofinimmo are both regulated REITs (GVV/SIR) — gereglementeerde vastgoedvennootschappen in Dutch, sociétés immobilières réglementées in French. This is the Belgian variant of a REIT (Real Estate Investment Trust). A regulated REIT is required to pay out at least 80% of its profit as a dividend to shareholders.

Aedifica focuses almost entirely on healthcare property: residential care centres, assisted-living homes, and other care buildings in seven European countries. At year-end 2025, Aedifica owned a portfolio worth EUR 6.3 billion spread across 618 sites in Belgium, Germany, Finland, Ireland, the Netherlands, Spain, and the United Kingdom (consulted 2026-05-17). The gross dividend for financial year 2025 is EUR 4.00 per share (payable May 2026) (consulted 2026-05-17).

Cofinimmo has a broader portfolio: 77% healthcare property, 15% offices, and 8% distribution networks (such as petrol stations and service points). At year-end 2025, the fair value of the portfolio was EUR 6.1 billion (consulted 2026-05-17). The average remaining term of the lease contracts is 13 years and the occupancy rate is 98.4%. The gross dividend for financial year 2025 is EUR 5.20 per share (consulted 2026-05-17).

On dividends from Belgian regulated REITs (GVV/SIR), the Belgian tax authorities withhold 30% withholding tax (roerende voorheffing). You therefore receive net 70% of the gross dividend: net EUR 2.80 (Aedifica) and net EUR 3.64 (Cofinimmo) per share for financial year 2025.

The merger: what are the ground rules?

On 13 May 2025, Aedifica and Cofinimmo announced their intention to merge through a joint press release (consulted 2026-05-17). The structure: Aedifica launched a voluntary exchange offer for all Cofinimmo shares.

The exchange ratio: 1.185 new Aedifica shares per Cofinimmo share. At the time of announcement, this implied a price of EUR 78.03 per Cofinimmo share, a premium of 28.3% above Cofinimmo’s undisturbed share price (consulted 2026-05-17). You therefore receive no cash — you exchange Cofinimmo shares for Aedifica shares.

Supervision and approvals:
– The Belgian Competition Authority (BMA) gave a conditional approval on 21 January 2026: Aedifica must divest EUR 300 million of healthcare property in Flanders and Wallonia to avoid excessive market concentration in the Belgian healthcare sector (consulted 2026-05-17).
– The FSMA approved the prospectus for the exchange offer on 27 January 2026 (consulted 2026-05-17).

The initial acceptance period ran from 30 January to 2 March 2026. At the end of this period, 79.57% of Cofinimmo shares (30,312,595 shares) were tendered (consulted 2026-05-17). On 10 March 2026, 35,920,425 new Aedifica shares were issued and listed on Euronext Brussels.

Where do we stand in May 2026?

After the initial acceptance period, Aedifica now owns approximately 79.57% of Cofinimmo. The next and final step is the statutory merger: Cofinimmo legally ceases to exist and is fully absorbed by Aedifica. This requires extraordinary general meetings (EGMs):

12 May 2026: EGM to approve the merger proposal (already held at the time of writing).
12 June 2026: Final EGM and legal completion of the merger (consulted 2026-05-17).

Shareholders who did not use the initial exchange period (the remaining ~20.43%) are now in a position where two outcomes are possible:

Because Aedifica owns more than 75% of Cofinimmo, the threshold has been reached for a statutory merger in which Cofinimmo legally merges into Aedifica. A classic squeeze-out bid requires 95% in Belgium — that percentage has not been reached. The remaining shareholders (~20.43%) will receive their Aedifica shares through the statutory merger at the same fixed exchange ratio of 1.185 Aedifica shares per Cofinimmo share.

In practice, this means: anyone still holding Cofinimmo shares today and doing nothing will automatically receive Aedifica shares through the statutory merger on or after 12 June 2026.

Three scenarios: hold, sell, or wait

Decision framework for Cofinimmo shareholders in May 2026. This diagram is not investment advice — consult an FSMA-registered adviser for your personal situation.

Important caveat: This article describes what the three options entail. Which option suits you best depends on your personal tax position, your investment objectives, and your overall wealth situation. Always consult a registered adviser.

Scenario 1: Hold (garder)

If you own Cofinimmo shares and do nothing, you will automatically receive Aedifica shares at the final merger at the fixed ratio: 1.185 new Aedifica shares per Cofinimmo share. This applies under the statutory merger expected around June 2026.

The combined company will be the largest listed healthcare real-estate company in Europe, with a total portfolio of EUR 12.1 billion and presence in several European countries (consulted 2026-05-17). Healthcare real estate has characteristics that investors regard as structural advantages: long-term lease contracts (averaging 13 years at Cofinimmo), high occupancy rate (98.4%), and demographic tailwind from population ageing. On the other hand, the combined entity also carries risks: a mandatory divestment portfolio of EUR 300 million in Belgium, integration uncertainties, and a higher concentration in a single sector and type of property.

For existing Aedifica shareholders, “holding” means keeping the new, larger company. 35,920,425 new Aedifica shares were issued, which significantly enlarges total share capital. This so-called dilution effect can temporarily weigh on earnings per share, depending on how quickly the merger’s synergy benefits are realised.

Scenario 2: Sell (vendre)

You can sell your Cofinimmo or Aedifica shares on the market at any time as long as they are listed on Euronext Brussels. As of 17 May 2026, both shares are still listed, although Cofinimmo’s tradability is limited given the ongoing merger.

Note: on a sale above your purchase price, the 10% capital gains tax may apply to the gain (see section Tax consequences). In addition, you pay the stock-exchange tax (TOB) of 0.12% on each market transaction (regulated-REIT rate — Aedifica and Cofinimmo are both FSMA-recognised regulated REITs (GVV/SIR)).

If you sell Cofinimmo shares on the market instead of waiting for the exchange, you also pay the TOB. It is therefore worth calculating the net difference between the market price and the implied value of 1.185 Aedifica shares, taking the tax costs into account.

Scenario 3: Wait (attendre)

“Waiting” means: no definitive choice yet, but waiting for the outcome of the final merger EGM of 12 June 2026 and then deciding. After the legal merger, you will automatically hold Aedifica shares at the exchange ratio of 1.185.

The difference with “holding” is a nuance in the decision moment: with “waiting”, you want to await the definitive approval of the merger before deciding whether to keep or sell the Aedifica shares. After the merger, Cofinimmo as a separate share has disappeared — you are then an Aedifica shareholder, or you already were one.

Tax consequences for the Belgian investor

Capital gains tax (CGT) 2026

From 1 January 2026, a 10% capital gains tax applies in Belgium on realised gains on financial instruments, including shares such as Aedifica and Cofinimmo. There is an annual exemption of EUR 10,000 per taxpayer (consulted 2026-05-17). Married couples and legal cohabitants can each use their own exemption.

CGT on exchange versus market sale

On an ordinary market sale, CGT applies clearly: gain = sale price minus purchase price; taxable above the annual exemption of EUR 10,000.

Whether the share-for-share merger itself — the exchange of Cofinimmo shares for Aedifica shares through the statutory merger — constitutes a taxable event for an individual taxpayer is not yet legally settled. The Law of 6 April 2026 provides a “roll-over” regime for qualifying reorganisations (Art. 95 of the Belgian Income Tax Code (WIB92) / EU Merger Directive 2009/133/EC): under a qualifying reorganisation, there is no immediate tax and the cost basis of the Cofinimmo shares carries over to the Aedifica shares received. Whether the statutory merger between two listed regulated REITs (GVV/SIR) legally qualifies as such a reorganisation for individual shareholders has not yet been confirmed via a circular of the FPS Finance (consulted 2026-05-17). Consult an FSMA-registered tax adviser for your specific situation.

Withholding tax on dividends

On dividends from Belgian regulated REITs (GVV/SIR), the Belgian tax administration withholds 30% withholding tax at source. This applies regardless of whether you hold the share, and irrespective of the period of holding. After the merger, the combined Aedifica will also comply with the regulated-REIT distribution obligation.

Regulated REIT (GVV/SIR)	Gross dividend 2025	Net after 30% withholding
Aedifica	EUR 4.00/share	EUR 2.80
Cofinimmo	EUR 5.20/share	EUR 3.64

(Amounts payable in 2026 for financial year 2025; consulted 2026-05-17)

Stock-exchange tax (TOB)

On a purchase or sale of Aedifica or Cofinimmo shares on Euronext Brussels, a stock-exchange tax (TOB) of 0.12% applies on the transaction value, because both companies are FSMA-registered regulated REITs (GVV/SIR) — not the 0.35% that applies to ordinary shares (Wikifin, VFB). The TOB is also subject to a statutory maximum of EUR 1,300 per transaction, which means that on very large trades the effective rate falls below 0.12%. The TOB treatment of the automatic exchange in the context of the statutory merger is less clear: new shares issued in a merger are normally exempt from TOB (treated as an issuance), but this has not been expressly confirmed for the settlement of a statutory regulated-REIT merger. Ask your broker how this will be processed in your case.

Practical checklist

If you want to act today, you can take the following steps:

Check your purchase price. You need the historical purchase price to assess whether there is a gain and whether the CGT exemption of EUR 10,000 has already been (partly) used this year.
Note the date of the merger EGM: 12 June 2026. After that date, the statutory merger is published in the Belgian Official Gazette and Cofinimmo ceases to exist as a separate company.
Ask your broker about the exchange procedure. Not all brokers communicate proactively about the exchange ratio and the time of cancellation of Cofinimmo shares. Ask in good time how the exchange will be processed for you.
Check your annual CGT exemption. The EUR 10,000 is an annual calendar-year limit per taxpayer. If you have already realised gains on other positions this year, the remaining balance may be smaller.
Read the official prospectus. At aedifica.eu/exchange-offer you will find the FSMA-approved prospectus and the most recent updates (consulted 2026-05-17).
Consult a registered tax adviser if you are uncertain about the CGT treatment of the share-for-share exchange, the timing of any sale, or the possible application of tax-neutral merger rules to your situation.

Sources & further reading

FSMA: Voluntary exchange offer by Aedifica NV/SA on Cofinimmo NV/SA — primary source (consulted 2026-05-17)
Aedifica and Cofinimmo: joint press release 13 May 2025 (consulted 2026-05-17)
Aedifica: results of the initial acceptance period of the exchange offer (GlobeNewswire, 3 March 2026) (consulted 2026-05-17)
Aedifica: filing of merger proposal and convocation of EGMs (GlobeNewswire, 30 April 2026) (consulted 2026-05-17)
Belgian Competition Authority: conditional approval of the merger (21 January 2026) (consulted 2026-05-17)
Aedifica: 2025 annual results (GlobeNewswire, 13 February 2026) (consulted 2026-05-17)
Cofinimmo: dividend information (consulted 2026-05-17)
Cofinimmo: financial results (consulted 2026-05-17)
EY Belgium: the new Belgian capital gains tax — what changes in 2026 (consulted 2026-05-17)
Loyens & Loeff: capital gains tax in Belgium — reality from 1 January 2026 (consulted 2026-05-17)

` HTML comment near the BAV section explaining the tense convention to future readers / editors.

SVG diagram labels translated: “Keuzetabel voor Cofinimmo-aandeelhouder” → “Decision chart for Cofinimmo shareholders”; “VERKOPEN / BIJHOUDEN / WACHTEN” → “SELL / HOLD / WAIT”; “Squeeze-out / fusie” → “Statutory merger” (per Audit-3 P1-NEW polish — NL still says “Squeeze-out / fusie”, EN takes the opportunity to apply the polish).
Word count: body ~1890 words, within 1600–2200 band.

END-REMOVED-REVIEWER-NOTES –>

Aedifica-Cofinimmo merger 2026: hold, sell, or wait?

On this page

What are Aedifica and Cofinimmo?

The merger: what are the ground rules?

Where do we stand in May 2026?