Wiesbaden, 6 May 2022 – Today the Management Board and Supervisory Board of Aareal Bank AG have published their statutory joint reasoned statement on the voluntary public takeover offer made by Atlantic BidCo GmbH. Atlantic BidCo GmbH (the “Bidder”) is a bidder company comprising funds managed and advised by Advent International Corporation (“Advent”) and Centerbridge Partners (“Centerbridge”) as well as further minority shareholders.
The Bidder published an Offer Document on 26 April 2022, which reflects the Investment Agreement concluded by Aareal bank and Atlantic BidCo on 6 April 2022. Based on this Investment Agreement, the Management Board and the Supervisory Bord of Aareal Bank AG deem the offer to be in the best interest of the Company and its stakeholders from a strategic perspective. After careful consideration of the Offer Document, the Management Board and Supervisory Board also deem the cash consideration of € 33.00 per Aareal Bank share to be fair and adequate as defined in section 31 (1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”). When assessing the offer price regarding its financial fairness, the Management Board was advised by Perella Weinberg Partners, and the Supervisory Board by Deutsche Bank. Both institutions have provided fairness opinions that confirm that the offer price is indeed fair.
Both Boards have examined the Offer Document independently of each other, and recommend that shareholders accept the offer. Regardless of their recommendation, however, the Management Board and Supervisory Board note that all shareholders of Aareal Bank AG should consider the overall circumstances, their personal situation and their view of potential future developments, and each decide independently if they would like to accept the offer or not.
The acceptance period for the offer has commenced with the publication of the Offer Document on 26 April 2022, and is expected to expire on 24 May 2022, 24:00 hours CET. Alongside other customary terms and conditions, the offer provides for a minimum acceptance level of 60 per cent. Consummation of the takeover offer is subject to regulatory approval. The detailed offer can be found in the Bidder’s Offer Document at www.atlantic-offer.com.
The joint reasoned statement by the Management Board and Supervisory Board of Aareal Bank AG can be found on the Company’s website at www.aareal-bank.com/en/investors-portal/equity-investors/investment-agreement-and-takeover-offer in German, or translated into English (the translation, however, is non-binding). Copies of the statement are also available at Aareal Bank AG, Investor Relations, Paulinenstrasse 15, 65189 Wiesbaden, Germany (phone: +49 611 348 3009, fax: +49 611 348 2637, e-mail: IR(at)Aareal-Bank.com), free of charge (please indicate your full postal address).
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