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Public disclosure of inside information in accordance with Article 17 of Regulation 596/2014 (EU) - Aareal Bank AG: Conclusion of an investment agreement to prepare a voluntary public takeover offer of a bidder company ...

23-Nov-2021 / 07:15 CET - Today, Aareal Bank signed an investment agreement with an entity to be named Atlantic BidCo GmbH, the "Bidder", held indirectly by financial investors Advent International Corporation and Centerbridge Partners, L.P., as well as co-investors, setting out the requirements for, and conditions of, a voluntary public tender offer (Takeover Offer) by the Bidder to the shareholders of Aareal Bank AG for the acquisition of all outstanding shares against a cash consideration of € 29.00 per share

Conclusion of an investment agreement to prepare a voluntary public takeover offer of a bidder company with participation of Advent and Centerbridge

Today, Aareal Bank signed an investment agreement with an entity to be named Atlantic BidCo GmbH, the "Bidder", held indirectly by financial investors Advent International Corporation and Centerbridge Partners, L.P., as well as co-investors, setting out the requirements for, and conditions of, a voluntary public tender offer (Takeover Offer) by the Bidder to the shareholders of Aareal Bank AG for the acquisition of all outstanding shares against a cash consideration of € 29.00 per share. The price includes a premium of around 35 per cent on the volume-weighted average XETRA price of the Aareal Bank share over the last three months prior to 7 October 2021, when talks with the financial investors on the acquisition of a potential majority interest became public. The investment agreement is based on the prerequisite that until closing there will be no distribution in cash or in kind by Aareal Bank. Alongside other customary terms and conditions, the offer is conditional upon a minimum acceptance level of 70 per cent, and will be subject to merger control clearances and other regulatory requirements. The Bidder is expected to publish the offer document in mid-December, following approval by the German Federal Financial Supervisory Authority (BaFin).

In the investment agreement, the Bidder commits to support Aareal Bank AG's strategic ambitions to strengthen its position as a leading international provider of property financings, as well as software, digital solutions and payments services - based on its "Aareal Next Level" strategy and associated, publicly-announced goals, as well as to expedite growth in all of Aareal Bank Group's segments, set to be financed henceforth through retained profits. The Bidder has also committed to continue Aareal Bank Group in its current structure.

The Management Board and Supervisory Board of Aareal Bank AG support the Takeover Offer, subject to examination of the offer document following its publication, and the issue of their reasoned statement which is mandatory under applicable law.

Against the background of the intended offer and in accordance with the investment agreement signed, the Management Board has decided, with the consent of the Supervisory Board, to withdraw agenda item no. 1 for the Extraordinary General Meeting convened for 9 December 2021, which was intended to resolve on the further distribution of profits for the 2020 financial year of € 1.10 per share.

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