Advent International and Centerbridge Partners offered to buy Aareal Bank AG, the German commercial real estate lender that’s been under pressure from activist investors.
The private equity firms offered 29 euros per share, valuing the company at 1.74 billion euros ($1.96 billion), Aareal said. The bank’s management and supervisory boards support the offer “on the basis of an investment agreement for a long-term partnership.”
Aareal has been criticized by activist investors including Petrus Advisers and Teleios Capital Partners for high costs and the lack of a sustainable strategy, with the investment firms pushing for a potential separation of the bank’s software arm, called Aareon. Aareal complied with some demands but resisted a full divestment of the unit after selling a minority stake to Advent last year.
The bidders see themselves as longer-term investors and have no intention to break up Aareal Bank, according to people familiar with the matter who asked not to be named because the discussions are private.
Teleios on Tuesday voiced opposition to the bid. “This furtive offer process is yet another attempt by Aareal’s supervisory board to cut corners, to their shareholders’ detriment,” co-founder Adam Epstein said in a written statement to Bloomberg. “Teleios will seek to ensure that the board fulfills its fiduciary duty by staging a professional, structured sale process in the new year,” it added. Teleios said it holds 6% of the shares outstanding.
Another investor, which is among the biggest shareholders and asked not want to be identified by name, also called on Aareal Bank to start a transparent bidding process, adding that the 29 euro a share offer was too low.
A spokeswomen for Aareal declined to comment.
Bloomberg reported earlier that a consortium backed by Centerbridge and Advent was preparing to make a formal takeover offer for Aareal. The bank later confirmed it has entered into talks after having been approached by a group of financial investors.
The bank said the offer is a premium of about 35% on the volume-weighted three-month average price before talks over a potential deal were confirmed last month.
Aareal, whose advisors include Perella Weinberg, said investments for growth will be financed via retained profits and that its dividend payment proposal will be withdrawn from the agenda of its shareholder meeting scheduled for next month.
The bank said it could increase its lending portfolio to as much as 40 billion euros over the next five years or so by broadening its business in traditional asset classes and property types, as well as by tapping other areas with the support of investors.
Aareal also said its banking and digital solutions unit “harbors considerable potential for further capital-efficient growth in net commission income” by expanding its offering in payment services, including via deals. Growth plans for Aareon are expected to be accelerated, with “significant earnings growth” targeted by 2025.