Aves One AG concludes an investment agreement and supports voluntary public takeover offer by Swiss Life Asset Managers and Vauban Infrastructure Partners
Investment agreement concluded to secure growth financing
Consortium intends to provide capital in the amount of EUR 100 million as well as potential further capital
Takeover offer by the consortium at a price of EUR 12.80 per Aves One share for a total enterprise value of approximately EUR 1 billion
Attractive premium of approximately 38.6 percent to the volume-weighted average share price of the last three months Aves One share price
Strategic focus and growth path of Aves One fully supported
Hamburg, 6 August 2021 – Aves One AG, an owner of durable rail assets, has today concluded an investment agreement with a company controlled by Swiss Life Asset Managers (CH) and Vauban Infrastructure Partners (FR) (the “Bidder” or together with the Bidder the "Consortium"). The acquisition of Aves One AG by Vauban and Swiss Life Asset Managers aims to take the company to the next stage in its development by providing access to equity and debt capital to foster its growth. In this context, the Bidder today announced its intention to launch a voluntary public takeover offer at a price of EUR 12.80 per Aves One share. The offer price corresponds to a premium of approximately 38.6 percent to the volume-weighted average share price of the last three months prior to the announcement of the transaction. This values Aves One AG at a total enterprise value of approximately EUR 1 billion.
Following a successful takeover, the Consortium intends to provide Aves One AG with additional capital of EUR 100 million as well as potential further capital to optimize the capital structure of Aves One AG and finance further growth. Aves One owns in excess of 11,000 wagons, which represent around 94% of its total assets.
"We have more than tripled our asset portfolio to nearly EUR 800 million over the past five years. With Swiss Life Asset Managers and Vauban Infrastructure Partners as well-funded investors, we intend to continue our dynamic growth. The investor agreement includes a strong commitment to our growth path and our strategic focus on the promising rail market," explains Tobias Aulich, Member of the Management Board of Aves One AG.
"We welcome the attractive premium for our shareholders resulting from the offered price. The offer promises a sustainable positive perspective for the company and its stakeholders. Therefore, subject to the review of the offer document, we support the offer of the Consortium," adds Sven Meißner, Member of the Management Board of Aves One AG.
Aves One’s shareholders holding a total of more than 85% of the shares have committed to the Bidder, subject to certain conditions, to tender their respective shares in the Tender Offer. The largest individual shareholders are the founding shareholder and Hamburg investor Jörn Reinecke with around 29%, the pension fund of the Berlin Chamber of Dentists with around 21% and the pension fund of the North Rhine Chamber of Dentists with around 15%.
The final terms and conditions of the takeover offer will be set out in the complete offer document, which will be published by the Bidder after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) at a later date at www.rocket-offer.com.
As required by the German Securities and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), the Management Board and the Supervisory Board of Aves One AG will issue a reasoned statement on the takeover offer after its publication. This will be available at www.avesone.com in the Investors section. From today's perspective, the Management Board and the Supervisory Board of Aves One AG assume that both boards will recommend the acceptance of the offer to the shareholders.
Macquarie Capital acts as sole financial advisor and Heuking Kühn Lüer Wojtek acts as legal advisor to Aves One.