Funds managed by Advent International Corporation and Centerbridge Partners, L.P., Cpp Investment Board Europe S.à R.L. and other minority investors agreed to acquire Aareal Bank AG (XTRA:ARL) from Petrus Advisers LLP, Teleios Capital Partners GmbH, Talomon Capital Limited, Vesa Equity Investment S.à R.L. and others for approximately €1.9 billion on April 6, 2022. Funds managed by Advent International Corporation and Centerbridge Partners, L.P., Cpp Investment Board Europe S.à R.L. and other minority investors will acquire all outstanding shares of Aareal Bank at €31.4 per share through a tender offer. Under the terms, offer price of € 33 per share is now being contemplated. This price is cumulative of the dividend proposal of €1.60 per share previously announced by Aareal Bank. Financial investors consider a minimum acceptance level of a maximum of 60% for the potential takeover offer. As of April 26, 2022, The German Federal Financial Supervisory Authority (BaFin) earlier today approved the offer document. As further specified in the Offer Document, the offer is subject to a minimum acceptance threshold of 60% approval from bank regulatory, and other offer conditions. On this basis, the Management and Supervisory Boards of Aareal Bank continue to view the transaction as strategically beneficial for the Company and its stakeholders, are unanimously supportive and intend, subject to final review of the Offer Document, to recommend that Aareal Bank shareholders accept the offer. As of May 6, 2022, Management Board and Supervisory Board of Aareal have examined the Offer Document independently of each other, and recommend that shareholders accept the offer.

Transaction is subject to approval from Aareal Bank's corporate bodies and committees as well as from the German Federal Financial Supervisory Authority. The acceptance period for the offer begins on April 26, 2022 and is expected to expire at midnight (CEST) on May 24, 2022. As of May 25, 2022, Funds managed by Advent International Corporation and Centerbridge Partners, L.P., Cpp Investment Board Europe S.à R.L. and other minority investors has exceeded the minimum acceptance threshold of 60% of Aareal Bank shares and the result of the offer at the end of the acceptance period is expected to be announced on May 30, 2022. On May 30, 2022, at the end of first offer period, offerors has secured 74.62% stake of Aareal Bank AG. Those Aareal Bank shareholders who have not accepted the offer during the initial acceptance period can still accept it within two weeks following publication of the preliminary results of the offer by the Funds managed by Advent International Corporation and Centerbridge Partners, L.P., Cpp Investment Board Europe S.à R.L. and other minority investors. The additional acceptance period is expected to commence on May 31, 2022 and end at midnight (CET) on June 13, 2022. As per update on May 30, 2022, subsequent offer period will commence on May 31, 2022. As of June 16, 2022, the bidders has secured 83.8% of shares in its voluntary public takeover of Aareal Bank, following the end of the additional acceptance period. After a successful tender offer, the transaction is expected to close, subject to regulatory processes, approval from bank regulatory authorities, and, to the extent applicable, antitrust authorities, in the fourth quarter of 2022 or the first quarter of 2023.

Perella Weinberg Partners acted as financial advisor to Aareal Bank, Christoph H. Seibt, Gunnar Schuster, Uwe Salaschek and Holger Hartenfels of Freshfields Bruckhaus, Deringer acted as legal advisor for the Management Board, Deutsche Bank Aktiengesellschaft acted as financial and Latham & Watkins acted legal advisor to Supervisory Board. Morgan Stanley acted as a financial advisor to buyers. Wilhelm Reinhardt of Gibson, Dunn & Crutcher LLP acted as legal advisor to Advent International Corporation and Centerbridge Partners, L.P. as well as the bidder. Sullivan & Cromwell LLP acted as legal advisor to Aareal Bank AG.