Milbank LLP is advising CPP Investment Board Europe S.àr.l., a wholly owned subsidiary of Canada Pension Plan Investment Board, in connection with the (new) voluntary public takeover offer by Atlantic BidCo (the “Bidder”) for Aareal Bank AG announced on April 7, 2022. 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 €33.00 in cash as consideration.
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. Atlantic HoldCo is owned by various investors, which include funds managed and advised by Advent International Corporation and its affiliates, funds advised by Centerbridge Partners, L.P., as well as CPP Investment Board Europe S.à r.l.
On February 4, 2022, the Bidder had announced that the minimum acceptance threshold had not been reached and that the (first) takeover offer published on December 17, 2021 had expired. On April 6, 2022, the Bidder entered into an investment agreement with Aareal Bank AG, which governs the key terms of a new takeover offer and the mutual intentions and objectives with regard to a future collaboration. On the basis of the investment agreement, the Company's management board and supervisory board support the new offer.
Atlantic HoldCo has entered into irrevocable undertakings with certain shareholders of the Company, pursuant to which such shareholders have committed to accepting the takeover offer for Aareal shares or to sell Aareal shares to the Bidder outside the takeover offer. The irrevocable undertakings provide for a partial reinvestment in Atlantic HoldCo.
After Aareal Bank AG had provided its requisite consent, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), pursuant to section 26 para. 5 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), granted to the Bidder the required release from the one-year blocking period (Sperrfrist) for the submission of a new takeover offer.
Canada Pension Plan Investment Board (CPP InvestmentsTM) is a professional investment management organization managing the fund in the best interest of the more than 21 million contributors and beneficiaries of the Canada Pension Plan.
The Milbank team advising CPP Investment Board Europe S.à r.l. on corporate, tax and antitrust aspects of the transaction includes Andrea Eggenstein (Corporate/M&A, Frankfurt), Norbert Rieger, Christoph Rothenfusser, Svenja Tauchmann (all Corporate/M&A, Munich), Alexander Rinne, Stefanie Gschoßmann (both Antitrust, Munich), as well as Matthias Schell (Tax, Munich).
