Atlantic BidCo launches public tender offer to initiate the delisting of Aareal Bank – Shareholders can tender remaining shares from today

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Atlantic BidCo launches public tender offer to initiate the delisting of Aareal Bank – Shareholders can tender remaining shares from today

• Offer price in public delisting tender offer for the remaining shares of Aareal Bank AG is set to EUR 33.20 in cash per share
• Shareholders have the opportunity to tender their remaining shares until midnight (CET) on 21 November 2023
• Upon the delisting, Aareal Bank shareholders will no longer have access to a regulated market for Aareal Shares.

Frankfurt, 19 October 2023 – Atlantic BidCo GmbH (“Atlantic BidCo” or the “Bidder”) today published a public delisting tender offer (the “Delisting Offer”) for all remaining outstanding shares of Aareal Bank AG (“Aareal Bank”). The offer price has been set to EUR 33.20 in cash per Aareal Bank share. The acceptance period for the Delisting Offer started today and will expire at midnight (CET) on 21 November 2023. During this time, Aareal Bank shareholders can accept the Delisting Offer and tender their shares to the Bidder. The German Federal Financial Supervisory Authority (BaFin) approved the publication of the offer document today.

Upon the delisting, Aareal Bank shareholders will no longer have access to a regulated market for Aareal Shares. The application for delisting or the delisting may result in share price losses as well as limited liquidity and price availability for Aareal Bank shares in the future. 

Atlantic BidCo and Aareal Bank have entered into a delisting agreement in which Aareal Bank has undertaken, subject to customary reservations, to support a delisting of Aareal Bank by applying for the revocation of the admission to trading of the Aareal Bank shares on the regulated market of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer. The Delisting Offer is not subject to any closing conditions, and the delisting of Aareal Bank from the regulated market will be independent of the tender rate under the Delisting Offer.

Atlantic BidCo is a non-controlled company indirectly held by funds which are respectively advised, managed or controlled by Advent International, L.P. (“Advent”), and Centerbridge Partners, L.P. (“Centerbridge”) and CPP Investment Board Europe S.à r.l, a wholly owned subsidiary of Canada Pension Plan Investment Board (“CPP Investments”), as well as other minority shareholders. Following completion of the public takeover offer in June this year, Atlantic BidCo currently owns approximately 90 percent of the share capital and the voting rights of Aareal Bank.

In the Bidder’s view, the delisting will support the strategic ambitions of Aareal Bank in a private setting to strengthen its position as a leading international provider of real estate and other property-based financings as well as software, digital solutions, and payment services in particular for the property sector and related industries.

The offer document for the Delisting Offer is now available on the following website: www.atlantic-offer.com.

Media Contacts of the Bidder

Olaf Zapke, FGS Global, Tel +49 170 764 1971, olaf.zapke@fgsglobal.com

Julia Caspers, FGS Global, Tel +49 151 16 23 15 45, julia.caspers@fgsglobal.com

Roland Klein, Kekst CNC, Tel +44 7776 162 997, roland.klein@kekstcnc.com

Isabel Henninger, Kekst CNC, Tel +49 174 940 9955, isabel.henninger@kekstcnc.com

Information about Shareholders of the Bidder

About Advent International

Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in over 410 private equity investments across 42 countries, and as of March 31, 2023, had USD 95 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 290 private equity investment professionals across Europe, North America, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; technology; health care; industrial; and retail, consumer and leisure. For over 35 years, Advent has been dedicated to international investing and remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

Advent has a well-established track record in the European financial services sector with growth investments in leading payment companies like Nexi, Nets and Concardis Payment Group (both now part of Nexi), Worldpay, Planet and Addiko, an international banking group focusing on Southeastern Europe. The investment in Aareal Bank follows Advent’s acquisition of a 30% stake in Aareon in 2020, the leading pan-European provider of innovative software solutions for the real estate sector, and a subsidiary of Aareal Bank. Advent's approach is to provide significant support to management teams by assisting with operating resources and expertise from its Portfolio Support Group and third-party Operating Partner program.

For more information, visit:

Website: http://www.adventinternational.com
LinkedIn: http://www.linkedin.com/company/advent-international

About Centerbridge

Centerbridge Partners, L.P. is a private investment management firm employing a flexible approach across investment disciplines – private equity, private credit and real estate – in an effort to develop the most attractive opportunities for investors. The Firm was founded in 2005 and as of June 30, 2023 has approximately USD 36 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies.

Centerbridge has a strong track record investing in financial services and real estate in Europe, with investments including BFF Banking Group, which is listed on the Milan Stock Exchange; Williams & Glyn in partnership with RBS; auxmoney GmbH, the German digital credit platform; and Phoenix Holdings, listed on the Tel Aviv Stock Exchange, amongst others. Globally, Centerbridge has invested over USD 20 billion in financial services and over USD 9 billion in real estate.

For more information, please visit www.centerbridge.com 

About CPP Investments

Canada Pension Plan Investment Board (CPP Investments™) is a professional investment management organization that manages the Fund in the best interest of the more than 21 million contributors and beneficiaries of the Canada Pension Plan. In order to build diversified portfolios of assets, investments are made around the world in public equities, private equities, real estate, infrastructure and fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At June 30, 2023, the Fund totalled C$575 billion. For more information, please visit www.cppinvestments.com or follow us on LinkedIn, Facebook or Twitter.

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Important Notice 

This publication is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of Aareal Bank. The offer document published by Atlantic BidCo after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) is the sole binding document with regard to the terms and other provisions relating to the Delisting Offer. Investors and holders of securities of Aareal Bank are strongly recommended to read the offer document and all announcements in connection with the Delisting Offer as soon as they are published, since they contain or will contain important information.

The Delisting Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the German Stock Exchange Act (Börsengesetz – BörsG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Delisting Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Delisting Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in Aareal Bank cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Delisting Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect, and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.