Aareal Bank’s $2 Billion Buyout Threatened by Hidden Tech Gem

(Bloomberg) -- German property lender Aareal Bank AG’s long-running feud with activists is coming to a head next week, as shareholders face a deadline on whether to support a 1.74 billion-euro ($2 billion) private equity buyout. 

Aareal Bank investors have until Jan. 19 to accept the offer of 29 euros per share from Advent International and Centerbridge Partners. The buyers argue the bid provides a chance to exit at an attractive premium, while dissident shareholders say it undervalues the company’s prospects. 

A key part of the debate has been over Aareal Bank’s software arm, where documents seen by Bloomberg show Advent has seen a 45% increase in value over a matter of months. Petrus Advisers, which has a 16% interest in Aareal Bank, has said there’s substantial undiscovered value in that business, known as Aareon AG. 

Aareal Bank resisted Petrus’s previous calls to pursue a full sale of Aareon and instead sold a minority stake in the unit to Advent, which then went on to make a play for all of Aareal Bank with a partner. Advent sees the software business as an attractive candidate for an eventual initial public offering, according to a report prepared last year for potential investors evaluating its tech fund. 

It’s eyeing opportunities to expand Aareon through acquisitions and has been looking at roughly 20 potential targets, the report showed. The private equity firm pegs Aareon’s value at $1.55 billion including debt as of the end of March last year, up from $1.07 billion at the time of its initial investment in October 2020, according to internal metrics cited in the report. 

The numbers represent estimates of a potential exit valuation, and so far the gains remain unrealized. Still, the figures could give fuel to activist investors’ arguments that the private equity bid doesn’t take into account all the potential future growth at Aareal Bank. Advent, Aareal Bank and Centerbridge declined to comment. 

The acquisition proposal is conditional on the buyer consortium getting at least 70% of Aareal Bank by the end of the offer period. According to the latest tally, 3.45% of the company’s shares had been tendered into the takeover bid by the end of Jan. 13. 

Advent and Centerbridge haven’t declared the proposal their “best and final” offer, leaving the door open to a potential increase if they don’t win enough support. Shares of Aareal Bank were trading at 27.94 euros on Friday afternoon in Frankfurt, or 3.7% below the private equity bid. 

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