Appraisal proceedings regarding the control and profit and loss transfer agreement with Studio Babelsberg AG: Appointment of a joint representative

by Attorney-at-law Martin Arendts, M.B.L.-HSG

Several minority shareholders have applied to the Potsdam Regional Court for a judicial review of the cash compensation offered and the annual compensation payment with regard to the domination and profit and loss transfer agreement with Studio Babelsberg AG as the controlled company, which was approved at the Extraordinary General Meeting on March 31, 2023. The Potsdam Regional Court has announced that it will combine the motions received for a joint hearing and decision.

By order of September 13, 2023, the Potsdam Regional Court - 1st Chamber for Commercial Matters - appointed Dr. Peter Dreier, Düsseldorf, attorney-at-law, as joint representative of the minority shareholders not filing an application. The defendant, a subsidiary of TPG Real Estate Partners (which also owns Cinespace Studios), was ordered by the court to comment on the motions within two months.

The 1st Commercial Division also announced that it would first await the preliminary decision on two actions for annulment and rescission still pending before the 2nd Commercial Division and suspend the award proceedings until then in accordance with § 21 FamFG.

Potsdam Regional Court, Case No. 51 O 63/23 et al.
Arendts, F. et al. ./. Kino BidCo GmbH
joint representative: RA Dr. Peter Dreier, 40213 Düsseldorf, Germany

Appraisal proceedings regarding the control and profit and loss transfer agreement with Vantage Towers AG

by Attorney-at-law Martin Arendts, M.B.L.-HSG

Several minority shareholders have applied to the Düsseldorf Regional Court for a judicial review of the adequacy of the cash compensation and annual settlement offered under the domination and profit and loss transfer agreement.

The majority shareholder Oak Holdings GmbH has offered a cash compensation of EUR 28.24 per Vantage Towers share and a annual compensation payment of EUR 1.63 gross per share less an amount for corporate income tax and the solidarity surcharge in accordance with the tax rate applicable to these taxes for the respective financial year (currently therefore EUR 1.52 net). The compensation offered is thus significantly lower than the most recent share prices (currently only on the open market of the Hamburg Stock Exchange).

A procedural connection and the appointment of the joint representative have not yet been made.

Düsseldorf Regional Court, Case No. 31 O 14/23 [AktE] et al.

Aareal Bank AG: Conclusion of Delisting Agreement with Atlantic BidCo GmbH / Delisting offer announced by Atlantic BidCo GmbH at EUR 33.20 per share

Public disclosure of inside information in accordance with Article 17 of Regulation 596/2014 (EU)

20.09.2023 / 17:40 CET/CEST - Aareal Bank AG ("Aareal" or the "Company") has today entered into a Delisting Agreement with its main shareholder Atlantic BidCo GmbH, which already holds just under 90% of the shares in the Company.

Aareal Bank AG ("Aareal" or the "Company") has today entered into a Delisting Agreement with its main shareholder Atlantic BidCo GmbH, which already holds just under 90% of the shares in the Company. Based on this agreement, the filing of an application for the revocation of the admission of the Aareal shares to trading on the regulated market (so-called delisting) shall take place.

In accordance with the provisions of the Delisting Agreement, Atlantic BidCo GmbH will today publish its decision to make a public delisting offer against a cash consideration to the shareholders of Aareal to acquire all shares in Aareal not already directly held by the Bidder against payment of a cash consideration in the amount of EUR 33.20 per Aareal share. This amount is, subject to the determination by the German Federal Financial Supervisory Authority ("BaFin") and the final determination in the Offer Document, slightly above the minimum price estimated pursuant to sec. 39 of the German Stock Exchange Act (Börsengesetz).

The Management Board and the Supervisory Board of the Company, both of which have approved the conclusion of the Delisting Agreement, support the announced delisting offer by Atlantic BidCo GmbH. Subject to the review of the public delisting offer document and the fulfilment of their legal obligations, the Management Board and the Supervisory Board of the Company intend to recommend to the shareholders of the Company to accept the offer in their joint reasoned statement to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”).

The Delisting Agreement also contains provisions regarding the financing support for the Aareal Bank AG in accordance with the investment agreement already concluded in the takeover procedure (2022) and thus also for the time after the revocation of the listing on the stock exchange.

After the revocation of the stock exchange listing becomes effective, the shares of Aareal will no longer be admitted to trading or be traded on a domestic regulated market or on a comparable foreign market.