The bidding consortium now wants to offer the shareholders EUR 33 per share.
(Photo: dpa)
Frankfurt Aareal Bank’s Management Board has given the go-ahead for the second takeover attempt by a consortium of bidders. The Wiesbaden real estate financier announced this in a mandatory notification on Wednesday evening. This step was necessary because the bidders were not allowed to make a new attempt for a year after the failure of the first bid two months ago. The financial regulator Bafin still has to agree.
The institute and the Atlantic Bidco bidding consortium, which is backed by the venture capital firms Advent and Centerbridge and the Canadian pension fund CPPIB, also renewed their investor agreement. In it, the potential future owners undertake to support the bank’s growth course and not to sell the sought-after IT subsidiary Aareon for at least three years.
Aareal Bank also announced that it would postpone the Annual General Meeting scheduled for May 19. The bank justified this with the new attempt by the bidder consortium to take over the majority.
The bidding consortium wants to offer the shareholders EUR 33 per share. The Management Board and Supervisory Board of Aareal Bank, “following a thorough examination, assume that the transaction is more likely to be successful,” the statement continues.
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A dividend should actually also be decided at the shareholders’ meeting. The offer from the private equity houses already includes the dividend of EUR 1.60 per share announced by Aareal Bank, which the Annual General Meeting should have voted on.
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Originally, there should have been a power struggle at the general meeting between Aareal Bank on the one hand and the hedge funds Petrus Advisers and Teleios on the other: Petrus Advisers wanted to replace a total of five supervisory board members of the real estate financier. One of the reasons for this was that, from the hedge fund’s point of view, the Supervisory Board of Aareal Bank had rejected what it considered to be a poor initial offer from the consortium of bidders.
The chances for the candidates of the London hedge fund were good: At an extraordinary general meeting in December, Petrus Advisers had proposed three candidates for the supervisory board, whose election probably only failed due to a voting rights gap at the US bank Morgan Stanley.
At the regular general meeting planned for May, the critical investors even wanted to exchange five candidates on the supervisory board. That would probably have complicated a takeover attempt by Atlantic Bidco at a later date.
This time, however, the chances of a successful takeover by Atlantic Bidco are better. Unlike the recently failed takeover attempt, Advent, Centerbridge and CPPIB had this time secured the support of the critical major shareholders Petrus Advisers and Teleios. Overall, the consortium, which wants to take over at least 60 percent of the shares, already has commitments amounting to 37 percent of the votes.
Petrus, Teleios, Vesa Equity Investment and Talomon Capital may indirectly reinvest part of their Aareal investment: “Following a successful offer, these shareholders should hold an indirect non-voting stake of up to 25 percent in the bidder,” announced Aareal Bank.
More: Financial institutions are particularly common targets for activist investors