Corporate News

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.

About Aves One AG
Aves One AG is an asset owner of durable rail assets with a modern and profitable freight wagon portfolio. Aves One is an established participant in the European rail freight market. Its strategy is geared towards continuous optimisation and further expansion of its rail portfolio. With its registered office in Hamburg, Aves One AG is listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (ISIN: DE000A168114; WKN: A16811).
Further information can be found at www.avesone.com

About Swiss Life Asset Managers
Swiss Life Asset Managers is a wholly owned subsidiary of the Swiss Life Group, a SIX Swiss Exchange-listed life insurance company. Swiss Life Asset Managers has over 160 years of asset management experience and is among the largest asset managers for real assets in Europe. As of 31 December 2020, Swiss Life Asset Managers managed a total of CHF 270 billion in assets for the Swiss Life Group and its clients, of which CHF 7.3 billion is managed by the Infrastructure Equity Business area. Swiss Life Asset Managers has a dedicated infrastructure equity team of more than 40 investment professionals, focusing on investments in global infrastructure assets including renewables and a proven track record in creating value for its clients.

About Vauban Infrastructure Partners
Vauban Infrastructure Partners is a leading Infrastructure Asset Manager focused on the European core infrastructure investments. Vauban Infrastructure Partners is the fully-fledged affiliate of Natixis Investment Managers, dedicated to infrastructure equity investments and based in Paris with a subsidiary in Luxembourg, employing 46 professionals. Vauban Infrastructure Partners targets predominantly European brownfield mid-market assets pursuing a long-term yield driven strategy matching the underlying nature of assets with a strong focus on creating sustainable value. Vauban Infrastructure Partners has raised c.EUR 6 billion across 5 funds in Core infrastructure and has invested in over 50 assets in mobility, utilities, social & digital infrastructure across different geographies. Further information can be found at: https://vauban-ip.com/ 

Contact
Aves One AG
Tobias Aulich, Member of the Management Board
T +49 (40) 238 304 600
E ir@avesone.com