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Freshfields advises Aareal Bank on new takeover bid by financial investors

Global law firm Freshfields Bruckhaus Deringer is advising Aareal Bank AG, Wiesbaden, on the renewed takeover offer by and the conclusion of an investor agreement with Atlantic BidCo (Bidder), which is indirectly held by the financial investors Advent International Corporation, Centerbridge Partners, L.P., CPP Investment Board Europe S.àr.l, a wholly owned subsidiary of Canada Pension Plan Investment Board, Goldman Sachs and other investors.

Aareal Bank is a public listed and SDAX-listed leading international provider of intelligent financing, software products, digital solutions and payment applications for the property and related industries.

The now newly concluded investor agreement sets out the terms and conditions for the Bidder's renewed voluntary public takeover offer to the shareholders of Aareal Bank AG to acquire all of the shares at a now increased price of €33.00 per share in cash, which is to include the dividend of €1.60 per share announced by Aareal Bank. The price includes a bonus of approximately 40% on the last unaffected closing price on 6 October 2021 and a bonus of 54% on the weighted average share price over the last three months prior to the announcement of discussions with financial investors regarding a potential majority stake on 7 October 2021. Based on the increased offer price, Aareal Bank Group is now valued at approximately €2 billion.

Freshfields' advice on this transaction also included advice on the reasoned opinion to be provided by the management board under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the regulatory procedures, the handling of legal issues in connection with the adjournment of the annual general meeting and Aareal Bank's consent to the necessary application by the bidder to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) to grant an exemption from the statutory one-year lock-up period.

Completion of the transaction is subject to certain closing conditions, in particular banking regulatory conditions, and is expected in the first quarter of 2023.

The Freshfields team comprises:

Partners: Christoph H. Seibt (Corporate/M&A, Hamburg; Co-Lead), Gunnar Schuster (Banking Regulatory, Financing, Frankfurt; Co-Lead)

Counsel: Uwe Salaschek (Antitrust and Competition, Berlin), Holger Hartenfels (Banking Regulatory, Frankfurt)

Principal Associates: Karsten Krumm (Corporate/M&A, Hamburg), Dominic Divivier (Antitrust, Düsseldorf)

Associates: Jean Mohamed (Corporate/M&A, Hamburg), Jan Kothe (Tax Law, Hamburg)

About Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer is a global law firm. We have a long history of successfully assisting the world's leading industrial and financial companies, institutions and governments with their complex projects, transactions and challenges. Whether from our own 28 offices in the world's major business and financial centres or with leading local law firms, our more than 2,800 lawyers provide comprehensive business law advice and combine their expertise to deliver decisive legal and industry solutions for our clients.