As promised, the board of directors and the decimated supervisory board of Aareal Bank stand behind the takeover plans of three financial investors for the real estate financier.
The committees recommended the shareholders on Monday to accept the € 1.74 billion takeover offer, which runs until January 19, as the bank announced in Wiesbaden.
The investors Advent, Centerbridge and Canada Pension Plan Investment Board (CPPIB) aimed to accelerate Aareal Bank's growth in its three segments over the next few years.
The sale of the bank is therefore "from a strategic point of view in the best interests of society", its employees, customers and shareholders.
In an investor agreement, the bank boards had promised to support the takeover.
The board of directors and the supervisory board had obtained fairness opinions from the investment banks Perella Weinberg and Deutsche Bank, which confirmed that the purchase price of 29 euros per share was appropriate, the bank said.
The price targets of the analysts were also below this price before the first sales rumors in October.
Advent and Centerbridge each hold 37 percent of the bidding company.
They brought the Canadian pension fund CPPIB on board, which contributes 21 percent.
Activist shareholders such as Petrus Advisers and Teleios criticize, however, that Aareal Bank is being sold below value. They each hold more than five percent in the bank, 7.8 percent are held by the Czech investor Daniel Kretinsky. If they stand across the board, the bidders could find it hard to get offered 70 percent of Aareal Bank shares, as they are striving for. You want to take the institute off the stock exchange after the takeover.
At the extraordinary general meeting, Petrus pushed through the removal of three members of the supervisory board, but the substitute candidates nominated by Petrus missed the majority.
According to a report in "Manager Magazin", this was due to the fact that the commissioned investment bank Morgan Stanley did not cast Teleios' votes.
Now the Wiesbaden District Court has to appoint three new supervisory boards;
until then, the body will consist of nine members, four of whom are employee representatives.
The bank itself has proposed three new candidates.