EQS-WpÜG: Tender Offer / Target company: Aareal Bank AG; Bidder: Atlantic BidCo GmbH

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

– Convenience Translation –

PUBLICATION OF THE DECISION TO SUBMIT A PUBLIC DELISTING TENDER OFFER PURSUANT TO SEC. 10 PARA. 1 AND 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – WPÜG) IN CONJUNCTION WITH SEC. 39 PARA. 2 SENTENCE 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ – BÖRSG)

Bidder:

Atlantic BidCo GmbH
An der Welle 4
60322 Frankfurt am Main
Germany
registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main
under HRB 124165

Target Company:

Aareal Bank AG
Paulinenstraße 15
65189 Wiesbaden
Germany
registered with the commercial register of the local court (Amtsgericht) Wiesbaden under HRB 13184
ISIN: DE0005408116

Today, on September 20, 2023, Atlantic BidCo GmbH (the “Bidder”), with its registered office in Frankfurt am Main, Germany, decided to submit a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) (the “Delisting Offer”) pursuant to Section 39 para. 2 sentence 3 no. 1 BörsG in the form of a cash offer (Barangebot) to the shareholders of Aareal Bank AG (the “Company”), with its registered office in Wiesbaden, Germany, to acquire all no-par value shares (Stückaktien ohne Nennbetrag) in the Company (currently ISIN DE0005408116) not already directly held by the Bidder, each with a notional interest in the share capital of EUR 3.00 (“Aareal Shares”). For each Aareal Share tendered to the Bidder, the Bidder will, subject to the determination of the statutory minimum price and the final determination in the offer document, offer EUR 33.20 in cash (“Offer Price”) as consideration.

On August 10, 2023, the annual general meeting of the Company resolved to convert the Aareal Shares from bearer shares (Inhaberaktien) into registered shares (Namensaktien). The conversion has already become effective through registration of the change of the articles of association with the commercial register. Following completion of the technical implementation, the registered shares will be assigned a new ISIN (DE000A37FT90). If relevant, depending on timing, the Delisting Offer will relate to the new ISIN. Details will be announced in the offer document.

The Bidder currently holds Aareal Shares comprising approximately 90% of the total share capital of the Company. Today, it entered into a Delisting Agreement with the Company, in which the Company has undertaken, subject to customary reservations, to support a delisting of the Company, inter alia, by applying for the revocation of the admission to trading of the Aareal Shares on the regulated market of the Frankfurt Stock Exchange prior to the expiry of the acceptance period of the Delisting Offer.

The Delisting Offer will not be subject to any closing conditions and will otherwise be made in accordance with the terms and conditions set forth in the offer document. To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Delisting Offer from the information described herein.

The Bidder is a wholly-owned subsidiary of Atlantic Lux HoldCo S.à r.l., Luxembourg (“Atlantic HoldCo”), which is neither solely nor jointly controlled by its shareholders. All shares in Atlantic HoldCo are held in the form of independent minority participations by funds managed and advised by Advent International, L.P. and its affiliates, by funds advised by Centerbridge Partners L.P., as well as by other minority shareholders, such as CPP Investment Board Europe S.à r.l.

The offer document will be available on the Internet at https://www.atlantic-offer.com after the approval of the publication has been granted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin).

Important Notice:

This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the Delisting Offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the Delisting Offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the Delisting Offer as soon as they are published, since they contain or will contain important information.

The Delisting Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), the German Stock Exchange Act (Börsengesetz – BörsG) and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Delisting Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Delisting Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the Delisting Offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting jointly with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting jointly with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting jointly with the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting jointly with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.

Frankfurt am Main, September 20, 2023

Atlantic BidCo GmbH