Atlantic BidCo GmbH
Bidding company with participation by Advent International and Centerbridge Partners announces intention to launch voluntary public takeover offer for Aareal Bank

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.

Bidding company with participation by Advent International and Centerbridge Partners announces intention to launch voluntary public takeover offer for Aareal Bank – Management and Supervisory Board support offer, sign Investment Agreement

• Aareal Bank shareholders shall be offered a total cash consideration of EUR 29.00 per share, representing a premium of 23% over the last unaffected closing share price on 6 October 2021 and a premium of 35% based on the weighted average price of the Aareal Bank share over the three months ending 6 October 2021.
• Management and Supervisory Board of Aareal Bank support the offer, based on the Investment Agreement that defines the cornerstones of a long-term partnership.
• “Advent and Centerbridge bring significant experience in the financial services, real estate, software and payments sectors. We plan to increase investment in the group in order to further develop the bank’s segments in these areas”, said Ranjan Sen, Managing Partner and Head of Advent International in Germany.
• “We are pleased that the Management Board supports our offer and are very confident for the future of the business under the strong leadership of the Company with the support of Centerbridge and Advent,” said Ben Langworthy, Senior Managing Director and Co-Head of Europe for Centerbridge Partners.

Frankfurt, November 23, 2021 – Today, the bidder (to be named Atlantic BidCo GmbH, the “Bidder”), a non-controlled company indirectly held by funds which are respectively managed and advised by Advent International Corporation (“Advent”) and Centerbridge Partners, L.P. (“Centerbridge”) as well as other co-investors has signed an investment agreement (“Investment Agreement”) with Aareal Bank AG (“Aareal Bank”) which governs the key terms of the takeover offer and sets out the mutual intentions and objectives with regard to the future collaboration of Aareal Bank and the Bidder. Advent and Centerbridge independently hold minority stakes in the Bidder. Based on the Investment Agreement, the Bidder intends to submit a voluntary public takeover offer to all Aareal Bank shareholders. The Bidder supports plans to strengthen all three of Aareal Group’s segments.

Advent and Centerbridge have extensive investment experience in the financial services, real estate, software and payments sectors and a proven track record in developing companies, which makes the Bidder with them as shareholders an ideal long-term partner for Aareal Bank. The Management and Supervisory Boards of Aareal Bank support the offer, and intend, subject to final review of the offer document, to recommend that Aareal Bank shareholders accept the offer.

The objective of the transaction is to support the existing strategic ambitions of Aareal Bank 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 Bidder will assist the management of Aareal Bank in further developing the “Aareal Next Level” programme through increased investment.

The Bidder intends to offer EUR 29.00 per share for all outstanding shares of Aareal Bank in cash provided that no further dividends (including the proposed second tranche of the dividend for the fiscal year 2020 of EUR 1.10 per share) will have been resolved on prior to publication of the offer document. Otherwise, the offer price will be reduced by the amount of any such dividend. The consideration of EUR 29.00 per share represents a premium of 23% over the last unaffected closing share price on 6 October 2021 and a premium of 35% based on the weighted average price of the Aareal Bank share over the three months ending 6 October 2021. The offer values Aareal Bank at EUR 1.74 billion for 100% of share capital.

Advent’s Managing Partner Ranjan Sen said: “Advent and Centerbridge bring significant experience in the financial services, real estate, software and payments sectors. We plan to increase investment in the group in order to further develop the bank’s segments in these areas. This transaction builds on the collaboration already ongoing at Aareon. We are firmly convinced that, as reliable partners, we will enhance the development of Aareal Group.”

Ben Langworthy, Senior Managing Director at Centerbridge, commented: “We are pleased that the Management Board supports our offer and are very confident for the future of the business under the strong leadership of the Company with the support of Centerbridge and Advent. We have had constructive interactions with Aareal Bank’s leadership. With a stable shareholder base, we believe Aareal Bank will be better positioned to focus on its longer-term objectives and accordingly accelerate management’s ‘Next Level’ agenda.”

Jochen Klösges, CEO of Aareal Bank, commented on the potential transaction: “The great interest shown by Advent and Centerbridge, and the intended offer by the Bidder, are testament to the attractiveness and sustainability of our business model. We have considerable growth potential in all three segments. During the talks it became clear that we could even better leverage this potential together, through significant investments as well as our combined expertise and market access. Therefore, the announced offer is in the best interests of the Company and its stakeholders.”

Advent and Centerbridge as indirect shareholders of the Bidder can support the future development of Aareal Bank, in part by drawing from their extensive experience of supporting more than 100 investments in the banking, real estate, software and payments sectors.

Advent has a strong track record in the European financial services sector with growth investments in leading payment companies like Worldpay, Nets and Concardis Payment Group (both now part of Nexi), Planet and Addiko, an international banking group focusing on Southeastern Europe. An investment in Aareal Bank would follow the 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. In general, 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.

Centerbridge has an equally 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.

Transaction Details

The offer will be subject to a minimum acceptance threshold of 70%, and as further specified in the offer document, approval from bank regulatory, antitrust and foreign investment authorities, and other offer conditions. After a successful tender offer, the transaction is expected to close, subject to regulatory processes, in mid-2022.

The offer will be solely financed with equity. The Bidder undertook in the Investment Agreement not to cause Aareal Bank to conclude a domination and/or profit and loss transfer agreement with the Bidder or any affiliated company to the Bidder. This undertaking is in line with the usual regulatory expectation not to enter into such agreement and to achieve clearance from the regulatory authorities.

The offer document will be submitted to the German Federal Financial Supervisory Authority (BaFin) in due course. After approval of the offer document, the tender offer period is expected to start in Mid-December. The offer document and other information pertaining to the takeover offer will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) on the following website: www.atlantic-offer.com

The Bidder is advised by Morgan Stanley and Bank of America as financial advisors and Sullivan & Cromwell LLP, Gibson, Dunn & Crutcher LLP and Linklaters LLP as legal counsels.

Media Contacts of the Bidder

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 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 380 private equity investments across 42 countries, and as of June 30, 2021, had USD 81 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 245 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. After 35 years dedicated to international investing, Advent 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 August 31, 2021, has approximately USD 32 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. 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 the Company. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document after 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 public takeover offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document 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 “will”, “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.