The board of directors and the supervisory board had obtained reports from the investment banks Perella Weinberg and Deutsche Bank, which confirmed that the purchase price of 29 euros per share was appropriate, the bank said.
(Photo: dpa)
Frankfurt The activist investor Petrus Advisers does not want to accept the € 1.74 billion takeover offer from Advent, Centerbridge and CPPIB for Aareal Bank. It is unclear whether the three financial investors will reach the target acceptance threshold of 70 percent and the takeover will work right away.
Many industry experts anticipate failure if the bidders do not increase their offer of 29 euros per share.
“We are still convinced that there is substantial undiscovered and underdeveloped value both at Aareon, Aareal’s software subsidiary, and in Aareal’s banking business,” Petrus manager Till Hufnagel told Handelsblatt.
The fair value of Aareon alone is 1.7 to 2.3 billion or 19-26 euros per Aareal share, with Aareal only holding a stake of 70 percent. In addition, the value of Aareal Bank without the software division is 1.5-1.7 billion or 25-28 euros per Aareal share. “Accordingly, we are in no way interested in the Advent and Centerbridge offers,” said Hufnagel.
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The board of directors and the decimated supervisory board of Aareal Bank had backed the takeover plans for the real estate financier at the end of December. Advent, Centerbridge and CPPIB aimed to further accelerate Aareal Bank’s growth in its three segments over the next few years. The bank had declared that the sale of the bank was “from a strategic point of view in the best interests of society,” its employees, customers and shareholders.
The board of directors and the supervisory board had obtained expert opinions from the investment banks Perella Weinberg and Deutsche Bank, which confirmed that the purchase price was reasonable. The price targets of the analysts were also below this price before the first sales rumors in October. Advent and Centerbridge each hold 37 percent of the bidding company. They brought the Canadian pension fund CPPIB on board, which contributes 21 percent.
The district court has to appoint three new supervisory board members
Petrus Advisers holds more than 15 percent of Aareal Bank directly and through derivatives. Another activist, Teleios Capital, holds more than five percent, 7.8 percent are held by the Czech investor Daniel Kretinsky, who also holds the investment for opportunistic reasons. Teleios and Kretinsky did not comment on their plans.
If the three do not agree, it could become scarce for the bidders to reach the target acceptance threshold. They could either try to agree on a price with the activists before the bidding period expires – which would lead to an extension of the acceptance period, or they could try again after a failure, such as Vonovia in the summer in his Deutsche Wohnen offer.
Petrus has been criticizing Aareal management for a long time and had pushed through the removal of three members of the supervisory board at the extraordinary general meeting, but the replacement candidates nominated by Petrus missed the majority.
According to financial circles, this was because the commissioned investment bank Morgan Stanley had not cast Teleios’ votes. Now the Wiesbaden District Court has to appoint three new supervisory boards; until then, the body will consist of nine members, four of whom are employee representatives. The bank itself has proposed three new candidates. Petrus now wants to take the necessary legal steps to get a candidate on the supervisory board. “In addition, we will continue to fight to ensure that the 70% of Aareon that Aareal holds is distributed to us shareholders (spin-off) and that the necessary operational improvement measures are taken so that Aareal Bank achieves a sustainable level of profitability in the medium term that is lower than the cost of capital covers, ”said Hufnagel.
More: “Quickly sold off” – major shareholder harshly criticizes the purchase offer for Aareal Bank