DGAP-News: Atlantic BidCo GmbH: Atlantic BidCo reaffirms attractiveness of offer for Aareal Bank and sets new threshold at 60%

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.

Atlantic BidCo reaffirms attractiveness of offer for Aareal Bank and sets new threshold at 60%

• Minimum acceptance threshold lowered from 70% to 60%
• Tender period extended to 2 February 2022
• Atlantic BidCo reconfirms its view of the attractiveness of its offer

Frankfurt, 18 January 2022 - Atlantic BidCo GmbH ("the Bidder") today announced that it has decided to lower the minimum acceptance threshold from 70% to 60% for its voluntary public takeover for Aareal Bank AG ("Aareal Bank"). As a result of the amended offer, Aareal Bank's shareholders will continue to be able to accept the offer and tender their shares until 2 February 2022 (midnight CET).

The Bidder confirms its view of the attractiveness of the offer at €29 per share in cash:

• 35% premium over 3 month VWAP*
• 40% premium over 12 month VWAP*
• 28% premium over broker consensus (median target price)*
• Highest offer premium for a German bank over past 20 years

Investment Agreement** entered into with Aareal Bank commits Bidder to:

• Long-term partnership for the benefit of all Aareal Bank stakeholders
• Strengthening of all three group segments, recognising mutually synergistic relationship
• No spin-off of Aareon; also not deemed feasible given legal and regulatory complexities
• Focus on earnings retention over dividends
• No domination and/or profit and loss transfer agreement
• Solely financing offer with equity

The Bidder does not require a delisting or squeeze out. Delisting after settlement to be considered subject to market conditions and economic rationale. The offer will continue to be subject to approval from bank regulatory, anti-trust and foreign investment authorities, and other offer conditions.**

* Prior to ad hoc by Aareal Bank on 7 October 2021

** Further details in offer document available at www.atlantic-offer.com

Media Contacts of the Bidder

Olaf Zapke, Finsbury Glover Hering, Tel +49 170 764 1971, [email protected]

Markus Stoker, Finsbury Glover Hering, Tel +49 162 245 3946, [email protected]

Roland Klein, Kekst CNC, Tel +44 7776 162 997, [email protected]

Isabel Henninger, Kekst CNC, Tel +49 174 940 9955, [email protected]

Information about Shareholders of the Bidder

About Advent

Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. The firm has invested in over 380 private equity investments across 42 countries, and as of September 30, 2021, had USD 86 billion in assets under management. With 15 offices in 12 countries, Advent has established a globally integrated team of over 250 private equity investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; health care; industrial; retail, consumer and leisure; and technology. For over 35 years, Advent has been dedicated to international investing and remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

For more information, visit


Website: www.adventinternational.com

LinkedIn: www.linkedin.com/company/advent-international

About Centerbridge

Centerbridge Partners, L.P. is a private investment management firm employing a flexible approach across investment disciplines - private equity, private credit and real estate - in an effort to develop the most attractive opportunities for our investors. The Firm was founded in 2005 and as of August 31, 2021, has approximately USD 32 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies. For more information, please visit www.centerbridge.com.

______

Important Notice

This publication is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The offer document published by the Bidder after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the offer amendment are the sole binding documents with regard to the terms and conditions and other provisions relating to the public takeover offer. Investors and holders of securities of the Company are strongly recommended to read the offer document, the offer amendment and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information.

The 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), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The 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 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 takeover 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 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 together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together 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 together 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 together 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.