Centerbridge Partners, L.P., Advent International Corporation and CPPIB Equity Investments Inc. made a voluntary public tender offer to acquire Aareal Bank AG (XTRA:ARL) from Petrus Advisers LLP, Teleios Capital Partners GmbH, Adam Epstein, Daniel Kretinsky and others for €1.7 billion on November 23, 2021. Pursuant to the terms of the transaction, shares of Aareal Bank AG will be acquired for a cash consideration of €29 per share. The offer will be solely financed with equity. Alongside other customary terms and conditions, the offer is conditional upon a minimum acceptance level of 70% and will be subject to merger control approval and other regulatory clearances. As of January 18, 2022, Offerors have decided to lower the minimum acceptance threshold from 70% to 60%. Centerbridge Partners, L.P., and Advent International Corporation, as well as co-investors are expected to publish the offer document in mid-December, following approval by the German Federal Financial Supervisory Authority (BaFin). The management board and supervisory board of Aareal Bank AG have unanimously approved the signing of the investment agreement supporting the long-term business strategy. Petrus Advisers LLP and Teleios Capital Partners GmbH, minority shareholders of Aareal Bank AG are opposing the sale and will not tender its shares under the Offer. As of January 12, 2022, the offer has been accepted for 1.91 million Aareal shares. The transaction closing is expected in mid-2022. Offer will start on December 17, 2021 and will end on January 19, 2022. As of January 18, 2022, Offer is extended to close on February 2, 2022. Additional acceptance period is from February 8, 2022 to February 21, 2022. On January 19, 2022, German Federal Cartel Office has cleared consummation of the transaction and the waiting period pursuant to Hart-Scott-Rodino antitrust have expired, satisfying the condition. As on January 19, 2022, 19.03% stake has been tendered.

As on January 26, 2022, The offer price was increased to €31 per share. No further price increase will be made. All other terms and conditions of the offer remain unchanged. The Management Board and Supervisory Board of Aareal Bank unanimously support the public takeover offer, recommend shareholders to accept it and agree that the offer is in the best interest of all Aareal Bank stakeholders. The acceptance period continues to expire on February 2, 2022. The Bidder does not require a delisting or squeeze out.

Aareal Bank's Management Board is advised by Perella Weinberg Partners as financial advisors and Freshfields Bruckhaus Deringer as legal counsel. The Supervisory Board of Aareal Bank is advised by Deutsche Bank as financial advisor. Jochen Tyrolt of Gleiss Lutz advises financial advisor Perella Weinberg. Dirk Kocher, Markus Krüger and Henning C. Schneider of Latham & Watkins acted as legal advisors to Aareal Bank AG. Morgan Stanley & Co. LLC acted as financial advisor to Centerbridge Partners, L.P., and Advent International Corporation. Gleiss Lutz has advised Morgan Stanley. Carsten Berrar, Max Birke, Michael Rosenthal, Clemens Rechberger and Axel Beckmerhagen of Sullivan & Cromwell LLP acted as legal advisor to Advent. Wilhelm Reinhardt of Gibson Dunn & Crutcher acted as legal advisor to Advent International. Bank of America Corporation (NYSE:BAC) acted as financial advisor to Centerbridge Partners, L.P., Advent International Corporation and CPPIB Equity Investments Inc. Andreas Dehio of Linklaters LLP acted as legal advisor to Centerbridge Partners, L.P., Advent International Corporation and CPPIB Equity Investments Inc.

Centerbridge Partners, L.P., Advent International Corporation and CPPIB Equity Investments Inc. cancelled the acquisition of Aareal Bank AG (XTRA:ARL) from Petrus Advisers LLP, Teleios Capital Partners GmbH, Adam Epstein, Daniel Kretinsky and others on February 2, 2022. Offer lapsed as Offerors failed to reach 60% of minimum acceptance condition. Offerors received acceptance of only 29.45% of Aareal Bank shares.