DGAP-Adhoc: Aareal Bank AG: Conclusion of an Investment Agreement and waiver of one-year blocking period for a renewed takeover offer by Atlantic BidCo GmbH

Conclusion of an Investment Agreement and waiver of one-year blocking period for a renewed takeover offer by Atlantic BidCo GmbH

Aareal Bank AG and Atlantic BidCo GmbH have entered into an Investment Agreement today, based on which Atlantic BidCo GmbH (the "Bidder") is prepared to submit a renewed takeover offer to shareholders of Aareal Bank AG. According to the Agreement, the offer will provide for a cash offer price of 33 per share; this price is set to include the dividend of 1.60 per share announced by Aareal Bank. The minimum acceptance level will be 60%. The Investment Agreement contains a market-standard and index-related Material Averse Chance clause. The Bidder's strategic objectives and intentions remain unchanged from the first Investment Agreement entered into with Atlantic BidCo GmbH on 23 November 2021: the Bidder continues to support the "Aareal Next Level" strategy pursued by the Management Board and the Supervisory Board; growth is set to be accelerated further, and the Group continued and developed in its current structure. Furthermore, the Investment Agreement is based on the joint understanding that there will be no outflow of value from the Company, by way of distributions to shareholders or through a spin-off of Aareal Bank AG's stake in Aareon.

Atlantic BidCo has received irrevocable tender commitments from shareholders Petrus Advisers, Talomon, Teleios and Vesa, covering approximately 37% of all shares in Aareal Bank AG. Following a successful offer, these shareholders are supposed to hold an indirect, aggregate non-voting stake of up to 25% in the Bidder.

Against this background, the Management Board and Supervisory Board have decided to postpone the Annual General Meeting planned for 18 May 2022, whose agenda inter alia included a resolution on the distribution of dividends. Furthermore, following a detailed examination, the Boards assume that the transaction is predominantly probable, and have approved a waiver of the statutory one-year blocking period. The waiver notice by BaFin approving the renewed takeover offer by Atlantic BidCo, which is also mandatory, has not yet been issued.