Atlantic BidCo GmbH
Atlantic BidCo GmbH: Takeover offer for Aareal Bank – Minimum acceptance threshold not reached

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.

Takeover offer for Aareal Bank – Minimum acceptance threshold not reached

Frankfurt am Main, 4 February 2022 – The voluntary public takeover offer to the shareholders of Aareal Bank AG by Atlantic BidCo GmbH, a non-controlled company indirectly held by funds which are respectively managed and advised by Advent International Corporation and Centerbridge Partners, L.P. as well as further minority shareholders, has not reached the minimum acceptance threshold of 60%. Therefore, the takeover offer has lapsed and will be unwound in accordance with the offer document.
 

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 380 private equity investments across 42 countries, and as of September 30, 2021, had €75 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 250 private equity investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer and leisure; and technology. 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. For more information, visit:

Website: www.adventinternational.com
LinkedIn: 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 our investors. The Firm was founded in 2005 and as of December 31, 2021 has approximately $33 billion in capital under management^[1] with offices in New York and London.^[2] Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies. For more information, please visit www.centerbridge.com.

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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 the Company. The offer document published by the Bidder after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the offer amendment are the sole binding documents with regard to the terms and conditions and other provisions relating to the public takeover offer. Investors and holders of securities of the Company are strongly recommended to read the offer document, the offer amendment and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The 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 offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company 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 takeover 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 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 together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together 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 together 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 together 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.

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^[1] Reflects Capital Commitments of the closed-ended funds and Net Asset Value (“NAV”) for the Credit Partners Funds as of December 31, 2021, inclusive of subsequent month contributions, unless otherwise noted. Reflects capital commitments to the current closed-end funds. Reflects current commitments to the Centerbridge Special Credit Funds (SC I, SC II, SC III-Main, SC III-Flex) inclusive of Centerbridge Special Credit Partners IV, L.P. and Centerbridge Special Credit Partners IV Cayman, L.P., through the close effective June 30, 2021 which includes commitments that are subject to automatic incremental acceptance and will be activated in conjunction with a subsequent closing. Reflects current commitments to the Centerbridge Capital Partners Funds (CCP I, CCP II, CCP III, CCP IV) and includes commitments to co-investment vehicles agreed to in conjunction with CCP IV closings. Reflects current commitments to CPREF and CPREF II.

^[2] Centerbridge also has support offices in Luxembourg and the Netherlands.