Aareal boards approve €1.7b takeover offer

The management and supervisory boards of German lender Aareal Bank have issued a joint statement recommending the acceptance of a €1.7 bn takeover offer for the firm by Atlantic BidCo.

The takeover company is indirectly held by financial investors Advent International Corporation and Centerbridge Partner.

Although Aareal management had already signalled its general support for the bid, the new statement - required by law - underlines that both boards deem the offer to be advantageous from a strategic perspective, and the cash consideration per share to be fair.

Under the agreement, shareholders have been offered €29 in cash per each Aareal share and the bank is not allowed to make any distribution in cash or in kind until closing.

The offer, which values Aareal at €1.74 bn, represents a premium of around 35% to the volume-weighted average Aareal Bank share price over the three months prior to 7 October 2021, when talks with the financial investors on the acquisition of a potential majority interest were confirmed by way of an ad-hoc disclosure.

The acceptance period for the offer commenced with the publication of the offer document on 17 December, and is scheduled to expire at midnight on 19 January 2022.

Alongside other customary terms and conditions, the offer provides for a minimum acceptance level of 70%. Completion of the takeover is subject to merger control approval and other regulatory clearances.


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