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Best and Last Bid price of €31 per share in cash, an increase of 7% – represents a premium of 44% over the 3 month VWAP*
No better alternative, Aareal Bank has not confirmed any competing offers and the Aareon spin-off is not feasible
The Offeror encourages all shareholders to tender their shares before February 2, 2022
FRANKFURT, GERMANY/ACCESSWIRE/January 26, 2022/ Atlantic BidCo GmbH (“the Bidder”) announces today that it has purchased shares of Aareal Bank AG (“Aareal Bank”) at a price of €31 per share. Thus, the compensation offered to all Aareal Bank shareholders in the context of its voluntary takeover bid is increased by 7%, or €2, to €31 per share in cash. This even more attractive offer price is the best and final one and no further price increases will be made.
All other terms and conditions of the offer remain unchanged from the offer published by the Offeror on December 17, 2021 and amended on January 18, 2022. The Management Board and the Supervisory Board of Aareal Bank unanimously support tender offer, recommend that shareholders accept it and agree that the offer is in the best interest of all stakeholders of Aareal Bank. The deadline for acceptance continues to expire on February 2, 2022, 24:00 CET.
The new offer price of €31 per share in cash represents a very attractive value for shareholders:
44% bonus over 3 months VWAP* (previously 35%)
50% bonus over 12 months VWAP* (previously 40%)
41% premium to broker consensus (median target price)* (previously 32%)
Highest bid premium for a German bank in the past 20 years
The Investment Agreement** entered into with Aareal Bank commits the Offeror to:
A long-term partnership for the benefit of all Aareal Bank stakeholders
Strengthening of all three segments of the group, recognizing a mutually synergistic relationship
No Aareon spin-off
Focus on profit retention rather than dividends
No dominance and/or profit and loss transfer agreement
Equity-only financing offer
The Bidder does not require delisting or compulsory withdrawal. Delisting after settlement should be considered subject to market conditions and economic justification. The offer will continue to be subject to banking, anti-trust and foreign investment regulatory approvals, meeting the 60% minimum acceptance threshold and other offer conditions.**
* Before ad hoc by Aareal Bank on October 7, 2021
** More details in the offer document (including its amendment) available at www.atlantic-offer.com
Bidder Media Contacts
Olaf Zapke, Finsbury Glover Hering, Tel +49 170 764 1971, [email protected]
Markus Stoker, Finsbury Glover Hering, Tel +49 162 245 3946, [email protected]
Roland Klein, Kekst CNC, Tel +44 7776 162 997, [email protected]
Isabel Henninger, Kekst CNC, Tel +49 174 940 9955, [email protected]
Information on the Offeror’s Shareholders
About Advent International
Founded in 1984, Advent International is one of the world’s largest and most experienced private equity investors. The firm has invested in more than 380 private equity investments in 42 countries and, as of September 30, 2021, had €75 billion in assets under management. With 15 offices in 12 countries, Advent has built a globally integrated team of over 250 private equity investment professionals in North America, Europe, Latin America and Asia. The firm focuses on investments in five key sectors, including business and financial services; health care; industrial; retail, consumer and leisure; and technology. For more than 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. For more information visit:
Centerbridge Partners, LP is a private investment management firm that uses a flexible approach across all investment disciplines – private equity, private credit and real estate – with the goal of developing the most attractive opportunities for our investors. The company was founded in 2005 and as of August 31, 2021, it managed approximately $32 billion in capital with offices in New York and London. Centerbridge is committed to partnering with world-class management teams in targeted industries and geographies. For more information, please visit www.centerbridge.com .
This publication is for information purposes only and does not constitute an invitation to sell or an offer to buy securities of the Company. The offer document published by the Offeror after approval by the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht) and the addendum to the offer are the only binding documents with respect to the terms and conditions and other provisions relating to the tender offer. Investors and security holders of the Company are urged to read the Offer Document, the Offer Amendment and all announcements relating to the tender offer immediately upon publication, as they contain or contain important information.
The offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German law on the acquisition and takeover of securities ( Wertpapiererwerbs- und Übernahmegesetz – WpÜG ) and certain provisions of the securities laws of the United States of America applicable to cross-border takeover bids. The offer will not be executed in accordance with 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 further announcement, registration, admission or approval of the offer outside of the Federal Republic of Germany has been filed, arranged or granted. Investors and security holders of the Company cannot rely on recourse to the provisions of investor protection 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 prospectus as well as waivers that may be granted by the relevant regulators, a tender offer will not be made, either directly or indirectly, in jurisdictions where it would constitute a violation of the laws . of such jurisdiction.
The Offeror reserves the right, to the extent permitted by law, to directly or indirectly acquire other shares outside the offer on the stock exchange or off the stock exchange. If further acquisitions take place, information about such acquisitions, indicating the number of shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other competent jurisdiction.
To the extent that the announcements contained herein 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. These statements express the intentions, opinions or current expectations and assumptions of the Bidder and of persons acting with the Bidder. These forward-looking statements are based on current plans, estimates and forecasts, which the Offeror and the persons acting with the Offeror 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 generally cannot be influenced by the Offeror or persons acting with the Offeror. . These expectations and forward-looking statements may prove to be incorrect, and actual events or consequences may differ materially from those contained or expressed in such forward-looking statements. The Offeror and persons acting with the Offeror undertake no obligation to update any forward-looking statements with respect to actual developments or events, basic conditions, assumptions or other factors.
THE SOURCE: Atlantic BidCo GmbH
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