Freshfields advises Aareal Bank on new takeover bid by financial investors

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Global law firm Freshfields Bruckhaus Deringer advises Aareal Bank AG, Wiesbaden, on the renewed tender offer and the conclusion of an investor agreement with Atlantic BidCo (Bidder), which is indirectly owned by the financial investors Advent International Corporation, Centerbridge Partners, LP, CPP Investment Board Europe S.àr.l, a wholly owned subsidiary of Canada Pension Plan Investment Board, Goldman Sachs and other investors.

Aareal Bank is a leading publicly traded and SDAX-listed international provider of smart finance, software products, digital solutions and payment applications for real estate and related industries.

The newly concluded investor agreement sets out the terms and conditions of the Offeror’s renewed voluntary tender offer to the shareholders of Aareal Bank AG to acquire all shares at a price now increased by €33.00 per share in cash, which must include the dividend of €1.60 per share announced by Aareal Bank. The price includes a premium of approximately 40% over the last unaffected closing price on October 6, 2021 and a premium of 54% over the weighted average share price over the last three months preceding the announcement of discussions with the financial investors regarding a possible majority stake on October 7, 2021. Based on the increase in the offer price, Aareal Bank Group is now valued at approximately €2 billion.

Freshfields’ advice on this transaction also included advice on the reasoned opinion to be provided by the board of directors under German securities acquisition and takeover law (Wertpapiererwerbs- und Übernahmegesetz) and regulatory procedures, the handling of legal issues related to the adjournment of the annual general meeting and the consent of Aareal Bank to the necessary request of the offeror to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) to grant a derogation from the legal blocking period of one year.

Completion of the transaction is subject to certain closing conditions, including banking regulatory conditions, and is expected in the first quarter of 2023.

The Freshfields team includes:

Partners: Christoph H. Seibt (Corporate/M&A, Hamburg; Co-Lead), Gunnar Schuster (Banking, Regulatory, Funding, Frankfurt; Co-Lead)

Counsel: Uwe Salaschek (Antitrust and Competition, Berlin), Holger Hartenfels (Banking Regulation, Frankfurt)

Main collaborators: Karsten Krumm (Corporate/M&A, Hamburg), Dominic Divivier (Antitrust, Düsseldorf)

Associates: Jean Mohamed (Corporate/M&A, Hamburg), Jan Kothe (Tax Law, Hamburg)

About Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer is an international law firm. We have a long history of successfully assisting the world’s largest industrial and financial companies, institutions and governments with their complex projects, transactions and challenges. Whether from our 28 offices in the world’s major business and financial centers or with leading local law firms, our more than 2,800 lawyers provide comprehensive business law advice and combine their expertise to provide decisive legal and sectoral solutions to our clients.

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