It would be the first takeover of a listed bank by financial investors in Germany, but it’s not perfect yet: As the Wiesbaden-based Aareal Bank announced, it has cleared the way for a new offer from the Anglo-Saxon financial investors Advent and Centerbridge, which had previously failed due to resistance from major shareholders . The commercial real estate bank has concluded an agreement with the bidders, on the basis of which they now intend to submit a new takeover bid to the Aareal shareholders.
In addition, the bank management and the bidder company led by Advent International and Centerbridge Partners have agreed on a strategy for the bank: According to this, the group is to be retained as a whole after the two billion euro takeover, which is what some activist shareholders have repeatedly demanded spin-off of the Aareon software division is probably over. In addition, the activists, who previously opposed the plans of the financial investors, remain on board and will hold up to 25 percent of the bidder company founded by Advent and Centerbridge. The investors also agreed to make additional equity available if necessary in order to enable growth.
The Bafin still has to approve the takeover. For a long time, the financial supervisory authorities were skeptical about bank takeovers by financial investors, especially when it came to large banks that, in case of doubt, would have to be bailed out by taxpayers. However, the Aareal is not “systemically important”. It is one of only three listed German banks. With a balance sheet total of 45 billion euros, it is significantly smaller than Commerzbank or Deutsche Bank. It finances real estate worldwide, especially offices or hotels, and has 3,000 employees.
The takeover is now becoming more expensive for financial investors, even though the stock markets recently lost because of the Ukraine war. Advent and Centerbridge said this week that they would prepare a higher bid for Aareal of EUR 33 per share and had secured 37 percent of the votes. The acceptance threshold should be 60 percent. Originally, the investors only wanted to offer 29 euros and had aimed for a threshold of 70 percent. On Thursday, the share was listed just below the acceptance price at EUR 32.42. The annual general meeting planned for May 18, at which a dividend of EUR 1.60 should be decided, will be postponed. Since the investors failed with an offer just a few weeks ago, they were actually not allowed to bid for a year. The bank is now waiving the blocking year.