Atlantic BidCo GmbH
Atlantic BidCo GmbH: Aareal Bank shareholders can tender their shares from today – Offer Document published

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.

Aareal Bank shareholders can tender their shares from today – Offer Document published

• Voluntary Public takeover offer for Aareal Bank starts today – Offer Document published following approval by the German Federal Financial Supervisory Authority (BaFin)
• Acceptance period expected to expire at midnight (CET) on 19 January 2022
• The offer price of EUR 29.00 in cash represents a premium of 35% based on the weighted average price of the Aareal Bank share over the three months ending 6 October 2021, and a premium of 23% over the last unaffected closing share price on 6 October 2021
• The Management and Supervisory Board 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

Frankfurt, December 17, 2021 – 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 further minority shareholders, today published the Offer Document for its voluntary public takeover offer for all shares in Aareal Bank (“Aareal Bank” or the “Company”; ISIN: DE0005408116) following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin).

Aareal Bank shareholders are offered a cash consideration of EUR 29.00 per share. This represents a premium of 35% based on the weighted average price of the Aareal Bank share over the three-month period ending 6 October 2021, and a premium of 23% over the last unaffected closing share price on 6 October 2021. The acceptance period for the offer begins today and is expected to expire at midnight (CET) on 19 January 2022. During this time, Aareal Bank shareholders can accept the offer and tender their shares to the Bidder. 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 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, among other offer conditions. After a successful tender offer, the transaction is expected to close, subject to regulatory proceedings, in the second half of 2022. In the Investment Agreement entered into with Aareal Bank, the Bidder committed 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, in line with customary regulatory expectations.

The objective of the transaction is to support Aareal Bank’s existing strategic ambitions. With a stable shareholder base, the Bidder believes Aareal Bank will be better positioned to focus on its longer-term objectives and accordingly accelerate Management’s “Next Level” agenda. As part of this programme, the Bidder supports plans to strengthen all three of Aareal Group’s segments by increasing investments across the financial services, real estate, software and payments sectors, primarily financed by retaining earnings.

The Offer Document for the offer is now available online at https://atlantic-offer.com/. Along with the German version of the Offer Document, a non-binding English version of the Offer Document is also available at this web address. The Offer Document is also available free of charge at Morgan Stanley Europe SE, New Issues Operations, Große Gallusstraße 18, 60312 Frankfurt am Main, Germany (order by fax at +49 69 21667676 or by email at newissues_germany@morganstanley.com).

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 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), is the sole binding document 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 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.