Aareal Bank’s Management Board and Supervisory Board recommend acceptance of the tender offer made by Atlantic BidCo GmbH

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DGAP-News: Aareal Bank AG / Keyword (s): Mergers & Acquisitions

Aareal Bank’s Management Board and Supervisory Board recommend acceptance of the tender offer made by Atlantic BidCo GmbH

12/27/2021 / 11:13
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Aareal Bank’s Management Board and Supervisory Board recommend acceptance of the tender offer made by Atlantic BidCo GmbH

– Reasoned statement on the published offer

– The Management Board and the Supervisory Board of Aareal Bank consider the offer advantageous from a strategic point of view, and the cash consideration of? 29 per share to be fair

Wiesbaden, December 27, 2021 – The management board and supervisory board of Aareal Bank AG today issued a joint reasoned statement – as required by applicable law – on the voluntary takeover bid presented by Atlantic BidCo GmbH. Atlantic BidCo GmbH (the “Bidder”) is a bidding company indirectly owned by financial investors Advent International Corporation and Centerbridge Partners, LP as well as other co-investors – including the Canada Pension Plan Investment Board (CPPIB) which holds a significant minority stake.

The Management Board and the Supervisory Board had already expressed their general support when the offer was announced on November 23, 2021, on the basis of an investment agreement concluded with Atlantic BidCo GmbH. The investment agreement, all important elements of which are included in the offering document, focuses primarily on the plan to accelerate growth in the three segments of the Aareal Bank Group over the next few years, based on of the “Aareal Next Level” strategy. In this context, from a strategic point of view, the Management Board and the Supervisory Board believe that the offer is in the interest of the Company and its stakeholders.

After careful examination of the information memorandum published by the Offeror on December 17, 2021, the Management Board and the Supervisory Board also estimate that the cash consideration of? 29 per Aareal Bank share to be fair within the meaning of Section 31 (1) of the German Securities Acquisitions and Takeovers Act (Wertpapiererwerbs- und bernahmegesetz – “WpÃœG”). The two boards have reviewed 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 take into account the general situation, their personal situation and their vision of potential future developments, and that each decides independently. if he wishes to accept the offer. or not.

When assessing the price of the offer with regard to its financial fairness, the Management Board was advised by Perella Weinberg Partners, and the Supervisory Board by Deutsche Bank. The two institutions have provided fairness opinions which confirm that the offer price is indeed fair. The offer price includes a premium of approximately 35% over the volume-weighted average XETRA price of Aareal Bank share in the last three months leading up to October 7, 2021, when discussions with financial investors on the acquisition of a potential controlling interest were confirmed by means of an ad hoc disclosure. Based on this offer price, Aareal Bank Group is valued at? 1.736 billion.

The offer acceptance period began with the publication of the offer document on December 17, 2021 and is expected to expire on January 19, 2022, at midnight CET. In addition to the other customary general conditions, the offer provides for a minimum acceptance level of 70 percent. Completion of the takeover is subject to merger control approval and other regulatory approvals. The detailed offer is available in the tenderer’s offer document on www.atlantic-offer.com.

The joint reasoned statement of the Management Board and the Supervisory Board of Aareal Bank AG can be viewed on the Company’s website at https://www.aareal-bank.com/en/investors-portal/equity- investors / investment-agreement-and – takeover offer in German, or translated into English (the translation is non-binding). Copies of the declaration are also available from Aareal Bank AG, Investor Relations, Paulinenstrasse 15, 65189 Wiesbaden, Germany (phone: +49 611? 348 3009, fax: +49 611 348 2637, e-mail: IR @ Aareal -Bank. Com), free (please provide your full mailing address).

Contact
Christian Feldbrügge
Telephone: +49 611 348 2280
Mobile: +49 171 866 7919
[email protected]

About the Aareal Bank Group
Aareal Bank Group, headquartered in Wiesbaden, is one of the leading international real estate specialists. It provides smart finance, software products and digital solutions for the real estate sector and related industries, and is present on three continents: Europe, North America and Asia / Pacific. Aareal Bank AG, whose shares are included in the SDAX index of Deutsche Börse, is the parent entity of the Group. It manages the various entities organized into the Group’s business segments: Structured Real Estate Financing, Banking & Digital Solutions and Aareon. The Structured Real Estate Finance segment encompasses all of the Aareal Bank Group’s real estate finance and finance activities. Here, the Bank supports its clients in carrying out large-volume tertiary real estate investments. Investment properties mainly include office buildings, hotels, shopping centers, logistics and residential buildings, as well as student apartments. In the segment of banking and digital solutions, the Aareal Bank Group supports companies in the housing, property management and energy sectors as a partner in digitization – by combining advisory services and complete product solutions with traditional corporate banking services and deposit taking. Its subsidiary Aareon, the leading provider of ERP software and digital solutions for the European real estate sector and their partners, represents the third business segment. Aareon is digitizing the real estate industry by delivering user-driven software solutions that simplify and automate processes, support sustainable and energy-efficient operations, and interconnect all participants in the process.

12.27.2021 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
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