Aareal Bank AG has finalized a Delisting Agreement with its principal shareholder, Atlantic BidCo GmbH, which currently possesses just under 90% of the company's shares. This agreement sets the stage for the withdrawal of Aareal shares from trading on the regulated market, a process commonly referred to as delisting.
In line with the terms of the Delisting Agreement, Atlantic BidCo GmbH has declared its intention to extend a public delisting offer to Aareal's shareholders. This offer involves the acquisition of all outstanding Aareal shares not already owned by the bidder, at a cash price of EUR 33.20 per share. This price, pending confirmation by the German Federal Financial Supervisory Authority (BaFin) and finalization in the Offer Document, is marginally above the minimum price estimated under section 39 of the German Stock Exchange Act.
The Management Board and Supervisory Board of Aareal Bank AG, having endorsed the Delisting Agreement, are supportive of Atlantic BidCo GmbH's delisting proposal. Subject to their review of the public delisting offer document and adherence to legal obligations, they plan to advise Aareal's shareholders to accept the offer, as detailed in their joint reasoned statement, which will be published in accordance with section 27 of the German Securities Acquisition and Takeover Act (WpÜG).
Furthermore, the Delisting Agreement includes clauses regarding financial support for Aareal Bank AG, consistent with the investment agreement previously established during the takeover process in 2022. This support is intended to continue even after the delisting from the stock exchange is finalized.
Once the delisting becomes effective, Aareal's shares will cease to be traded or listed on any domestic regulated market or comparable foreign market.