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Aareal Bank:
Tussle about takeover - and about a new supervisory board
Photo: Jörg Puchmüller / Aareal Bank
The US investment bank Morgan Stanley prevented the historic shareholder revolt at Aareal Bank through an embarrassing mistake.
This leads to a scramble for new inspectors who will decide on the takeover of the Wiesbaden real estate financier.
At the extraordinary general meeting of Aareal Bank almost three weeks ago, the US institute did not vote for the Teleios hedge fund, which holds a good five percent of the bank's shares.
As a result, crucial percentages were missing to elect three new supervisory board members who wanted to install critical shareholders.
According to information from manager magazin, there were problems with the processing of Teleios' order.
Investors Centerbridge and Advent plan takeover
At an extremely critical point in time, the election defeat triggered a tug-of-war to fill the vacant seats on the supervisory body.
The bank is about to be taken over by a group of investors around Centerbridge and Advent.
Management and the supervisory board support the plan, which major shareholders such as Teleios are extremely critical of.
The acceptance period for the takeover offer is expected to end on January 19.
If the bidders achieve their goal, Morgan Stanley will also benefit, as the investment bank will be one of the advisors for the planned takeover and act as the central processing point for the process.
Teleios is one of two activist investors who have been criticizing Aareal Bank's management and supervisory board for a long time, accusing them of having a wrong strategy, wasting money and destroying value.
The revolt is led by Petrus Advisers with a share of more than ten percent.
Petrus is also calling for the software subsidiary Aareon to be spun off, which the real estate financier has so far rejected.
Petrus Advisers leads revolt
The bank has had a new boss since September: Ex-Commerzbanker Jochen Klösges (57) has replaced Hermann Merkens (55), who retired due to illness. At the end of November, Marija Korsch (73) also resigned as chairman of the supervisory board - a short time after the takeover offer from financial investors. But she wanted to stay on board as a simple member of the supervisory board.
But Peter wanted more than just a new chief controller.
At the extraordinary general meeting on December 9th, the investor succeeded in removing Korsch and two of her colleagues from the supervisory body.
However, the activists did not achieve their most important goal of gaining more influence on the bank's decisions through the proposed replacement.
The three people proposed by the activists - the former Unicredit manager Heinz Laber, the ex-Commerzbank divisional director Marion Khüny and the former JP Morgan banker Joachim Sonne - failed to achieve the required majority.
That would have turned out differently if Morgan Stanley had cast the Teleios votes as instructed, it is said from circles that are familiar with it.
"The replacement candidates would then have achieved the necessary majority," said an insider.
Now the district court decides
The Wiesbaden district court will decide who is allowed to move up to the supervisory board.
Teleios has pleaded in a letter that the investor sent to the bank, among other things, describing the breakdown at Morgan Stanley, in favor of proposing the Petrus candidates for the supervisory board to the court.
The financial institution reacts to this with astonishment: Why should one nominate those who would not have received a majority at the general meeting, according to a spokesman.
The bank has apparently already brought other candidates into the race than those named by Petrus.
It is still unclear when exactly the Wiesbaden district court will appoint the new inspectors and who it will ultimately be.
"Morgan Stanley helped destabilize the bank"
Morgan Stanley has come under massive criticism due to the glitch in the voting process.
"Morgan Stanley has contributed to the destabilization of Aareal Bank through its huge mistake of care, which should not actually happen in such an important situation," said one investor.
Since the investment bank is involved in an advisory capacity in the takeover offer and also takes care of the processing, the question of a potential conflict of interest arises.
Morgan Stanley refused to comment.
Teleios and Peter also declined to comment.
