Atlantic BidCo GmbH
Atlantic BidCo GmbH: Major shareholders of Aareal Bank support takeover offer by Atlantic BidCo

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Major shareholders of Aareal Bank support takeover offer by Atlantic BidCo

• Irrevocable tender agreements signed by Petrus Advisers, Teleios Capital, Vesa Equity Investment and Talomon Capital in support of the transaction
• With total commitments of approximately 37% of the shares in Aareal Bank, tender offer at a cash consideration of EUR 33.00 per share expected to be launched in due course
• Petrus Advisers, Teleios Capital, Vesa Equity Investment and Talomon Capital commit to partially reinvest into a long-dated, illiquid participation in the bidding company

Frankfurt, April 5, 2022 – Shareholders of Aareal Bank AG (“Aareal Bank”) have signed commitments to support an increased bid for the bank by Atlantic BidCo GmbH (the “Bidder”). The Bidder is a non-controlled company indirectly held by funds which are respectively managed and advised by Advent International Corporation (“Advent”) and Centerbridge Partners (“Centerbridge”), as well as other co-investors.

Through irrevocable tender commitments amounting to approximately 37% of Aareal Bank’s shares, Petrus Advisers, Teleios Capital, Vesa Equity Investment and Talomon Capital have agreed to accept a tender offer of EUR 33.00 per share in cash or to sell shares to the Bidder outside the tender offer. These main shareholders of Aareal Bank have also committed to partially reinvest into a long-dated, illiquid indirect participation of approximately 20% in the Bidder.

Subject to the consent of Aareal Bank and the German Federal Financial Supervisory Authority (BaFin), the Bidder intends to submit a voluntary public takeover offer to all Aareal Bank shareholders in due course, at a cash consideration of EUR 33.00 per share for all outstanding shares of Aareal Bank. The offer values Aareal Bank at EUR 2.0 billion for 100% of share capital.

Advent and Centerbridge have extensive investment experience in the European financial services, real estate, software and payments sectors with a proven track record in developing companies by supporting the execution of sustainable value creation plans. The Bidder therefore believes it is an ideal partner for Aareal Bank’s long-term development in a private setting.

The objective of the transaction is to support Aareal Bank’s existing strategic ambitions: strengthening its position as a leading international provider of both real estate and other property-based financings, as well as software, digital solutions and payment services for the property sector and related industries. The Bidder, through increased investment and retained profits, will assist the management of Aareal Bank in further developing the “Aareal Next Level” programme.

Advent’s Managing Partner Ranjan Sen said: “We are pleased that we have reached an agreement with key shareholders of Aareal Bank who support our increased offer. Atlantic BidCo aims to further develop Aareal Bank Group in line with the strategy adopted by the Management Board.”

Centerbridge’s Senior Managing Director Ben Langworthy said: “We are very glad that four major shareholders of Aareal Bank have committed to tender their shares into an improved offer. This will add transaction certainty and supports our long-term plan for Aareal Bank.”

Teleios Capital’s Co-Founder Adam Epstein said: “We believe this revised offer will now allow Aareal to fulfil its true potential, which we have sought to highlight over the past three years as a major shareholder. We understand Advent’s and Centerbridge’s vision for Aareal, which aligns with ours, and believe that the offer, which is the product of discussions with major shareholders, is deserving of our support. We are pleased to be continuing our commitment to the company going forward.”

Media Contacts of Atlantic BidCo

Olaf Zapke, Finsbury Glover Hering, Tel +49 170 764 1971, olaf.zapke@fgh.com

Markus Stoker, Finsbury Glover Hering, Tel +49 162 245 3946, markus.stoker@fgh.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 Atlantic BidCo

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 390 private equity investments across 42 countries, and as of September 30, 2021, had EUR 75 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 255 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; healthcare; 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. An investment in Aareal Bank would follow 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: www.adventinternational.com
LinkedIn: www.linkedin.com/company/advent-international

About Centerbridge Partners

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 our investors. The Firm was founded in 2005 and as of December 31, 2021 has approximately USD 33 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

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Important Notice

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of Aareal Bank. The final decision of the Bidder whether to launch an offer to the shareholders of Aareal Bank is subject to receiving consent from Aareal Bank and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to do so. If a takeover offer is pursued by the Bidder, the final terms and further provisions regarding the takeover offer will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the offer from the basic information described herein.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire Aareal Bank shares outside of, if made, the 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.