Corporate News
NON-BINDING CONVENIENCE TRANSLATION OF THE ORIGINAL GERMAN VERSION
Wiesbaden, 10 February 2022.
1. The allegations made by Teleios Capital Partner LLC in its public letter today against the Management Board and the Supervisory Board of the Company are baseless. The corporate bodies carefully complied with their duties throughout the process of dealing with the takeover offer by the bidder, Atlantic BidCo GmbH, at all times. They were each advised separately by independent financial and legal advisors. The Company structured the process in advance of the takeover offer, which it did not initiate, in such a way that it was open to other competitive offers. In this regard, the review process for the potential takeover offer has been transparent since the Company's ad-hoc-announcement on 7 October 2021, i.e., approximately two months prior to the publication of the offer by the bidder. Even as of today, there hasn't been an alternative offer that was more attractive to the Company's stakeholders.
2. Following the transparent and structured procedure for the sale of a minority interest in our IT subsidiary Aareon, there has been no offer to the Company regarding the 70% shareholding held by our Company or for Aareon overall. The Company has also not conducted any negotiations on this matter at any time.
3. As opposed to the announcement by Teleios Capital Partners LLC, the intentions of the bidder, Atlantic BidCo GmbH, were not only set out in the offer document but, in particular, were contractually secured with the Company for a term of three years from closing of the takeover offer by way of the Investment Agreement. Thus, the protection system for the interests of all stakeholders of the Company went significantly beyond the standard legal statute. This protection was important to the Management Board and the Supervisory Board of the Company.
4. German corporate law obliges the Management Board and the Supervisory Board to act in the Company's best interests, i.e., the corporate bodies must pursue a value enhancement strategy that is oriented towards sustainability. The corporate bodies have presented this strategy in the form of Aareal Next Level. It will be reviewed on a regular basis. Winding up the Company by selling its individual components is not a sustainable strategy. Nonetheless, individual minority shareholders are presumably seeking to change the composition of the corporate bodies, in particular the Supervisory Board, with that intention.
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