Atlantic BidCo’s Voluntary Takeover Offer for Aareal Bank

Milbank advised CPPIB on the deal.

CPP Investment Board Europe S.àr.l., a wholly owned subsidiary of Canada Pension Plan Investment Board, announced 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.

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, Picture), 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).

Involved fees earner: Andrea Eggenstein – Milbank LLP; Stefanie Gschoßmann – Milbank LLP; Norbert Rieger – Milbank LLP; Alexander Rinne – Milbank LLP; Christoph Rothenfusser – Milbank LLP; Matthias Schell – Milbank LLP; Svenja Tauchmann – Milbank LLP;

Law Firms: Milbank LLP;

Clients: CPP Investment Board;

Martina Bellini

Author: Martina Bellini