APONTIS PHARMA and Zentiva entered into partnership for future growth – Zentiva will launch a voluntary public purchase offer

APONTIS PHARMA and Zentiva entered into partnership for future growth – Zentiva will launch a voluntary public purchase offer

• APONTIS PHARMA and Zentiva signed an investment agreement today
• Growth strategy of APONTIS PHARMA to be continued together with Zentiva
• APONTIS PHARMA to benefit from the European footprint, the existing research and production facilities, and the financial strength of Zentiva
• Zentiva will offer the shareholders of APONTIS PHARMA AG an offer price of EUR 10.00 per share which corresponds to a premium of 52.9% on the closing price on 15 October 2024 and a premium of 38.3% on the average XETRA closing price for the past three months
• The Executive Board and the Supervisory Board of APONTIS PHARMA fully support the offer
• Zentiva has already secured approximately 37.5% of the APONTIS PHARMA shares by entering into a share sale and purchase agreement with the main shareholder

Monheim / Rhein, 16 October 2024. APONTIS PHARMA AG (Ticker APPH / ISIN DE000A3CMGM5) (APONTIS PHARMA), a leading pharmaceutical company specializing in Single Pill combinations in the German market, and Zentiva, a Pan-European Platform developing, manufacturing and providing high-quality and affordable medicines, today signed an investment agreement. Under the terms of the agreement, Zentiva will support the future growth of APONTIS PHARMA.

Zentiva AG, a wholly-owned subsidiary of Zentiva Pharma GmbH, headquartered in Frankfurt / Main, Germany, and part of Zentiva group (“Zentiva”), will launch a voluntary public purchase offer (the “Offer”) for all outstanding shares of APONTIS PHARMA at an Offer Price of EUR 10.00 per share in cash. The offer document (“Offer Document”) will be published on the internet at www.zentiva-offer.com. Zentiva is seeking to acquire a majority stake and is setting a minimum acceptance threshold of 65% of the shares.

Zentiva strives for joint further development of APONTIS PHARMA

Zentiva is the largest supplier of generic drugs in Germany, selling over 100 million packages per year. The company has around 5,000 employees at its headquarters in Prague and in 7 subsidiaries. The business model is based on the provision of branded, specialty, OTC and generic drugs. Zentiva has two of its own research and four production sites for this purpose. With this acquisition, both companies aim to deepen their strategic partnership. In addition, increased investments in the APONTIS PHARMA pipeline and an expansion of the number of product launches, as well as collaboration on the potential international expansion of APONTIS PHARMA products and pipeline, are to be realized.

Zentiva will fully support the Executive Board's growth strategy. The registered office and headquarters of APONTIS PHARMA in Monheim will be retained.

The business strategy of APONTIS PHARMA with its focus on the concept of Single Pill combinations in the cardiovascular area, as well as selective sales activities for third parties, is to be continued and the product pipeline is to be expanded with an increasing share of exclusive contracts or exclusively developed products. The various strong brands of APONTIS PHARMA are very well known in Germany and will continue to be used (including as trademarks on APONTIS PHARMA products).

The Executive Board and the Supervisory Board of APONTIS PHARMA support the Offer

The Executive Board and the Supervisory Board of APONTIS PHARMA welcome and support the Offer, subject to their review of the Offer Document and in compliance with all their fiduciary duties. The Executive Board and Supervisory Board intend to recommend that the shareholders of APONTIS PHARMA accept the Offer. The members of the Boards intend to tender any APONTIS PHARMA shares held by them into the Offer. The Executive Board and the Supervisory Board assume that the Offer is in the best interest of the Company, its shareholders, employees and other stakeholders.

The Management Board and Supervisory Board intend to disclose a joint, reasoned statement on the Offer, which will be published on APONTIS PHARMA's website.

Steffen Saltofte, CEO of Zentiva: “We are delighted that the Executive Board and the Supervisory Board welcome the Offer as a long-term solution for the company. We firmly believe that under a unified ownership structure, APONTIS PHARMA will be able to provide high-quality and affordable products to even more customers across Europe, while this partnership is an important step towards achieving Zentiva’s long-term strategy and goals.“

Bruno Wohlschlegel, CEO of APONTIS PHARMA, added: “In the past few months, we have fundamentally reorganized the Company, changed structures, implemented cost-cutting measures and strategically realigned our market access. We have received the best possible support from our experienced Supervisory Board under the leadership of Matthias Wiedenfels. APONTIS PHARMA is now in a significantly better position, and we are seeing the first successes of these efforts. The Offer now on the table is proof of the positive development and market relevance of the Single Pill concept. We welcome Zentiva's interest and support the Offer. We see the merger as an opportunity to enable more patients to benefit from better treatment in a shorter time.”

Dr. Matthias Wiedenfels, Chairman of the Supervisory Board of APONTIS PHARMA: “Bruno Wohlschlegel and his Executive Board team have developed APONTIS PHARMA into a profitable company with great growth potential. We are pleased that the value increases that have been achieved since Bruno Wohlschlegel took office are clearly reflected in Zentiva's intention to acquire the Company.”

Transaction details

Zentiva offers the shareholders of APONTIS PHARMA AG EUR 10.00 per share in cash. This Offer Price corresponds to a very attractive premium of 52.9% on the XETRA closing price of APONTIS PHARMA shares on 15 October 2024, the last trading day prior to this publication, and 38.3% to the volume-weighted average stock market price (VWAP) over the past three months. Based on the Offer Price, the market capitalization amounts to approximately EUR 85 million.

The Offer will be subject to customary conditions, such as the granting of regulatory approvals. It will also include a minimum acceptance threshold of 65% of all shares. The acceptance period will begin with the publication of the Offer Document. Zentiva has already secured a stake of approximately 37.5% of the APONTIS PHARMA shares by entering into a share sale and purchase agreement with the main shareholder of APONTIS PHARMA.

Zentiva and APONTIS PHARMA have agreed in the investment agreement that APONTIS PHARMA 's Executive Board will, to the extent permitted by law and subject to its fiduciary duties, terminate the inclusion of APONTIS PHARMA's shares in the trading on the open market (Freiverkehr) immediately following the settlement of the Offer. A separate delisting offer will not be required.

Further details and terms of the Offer will be set forth in the Offer Document. As APONTIS PHARMA is not listed on a regulated market, the Offer is not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG). The Offer Document (in German and in a non-binding English translation) and other information relating to the Offer will be published on the following website: www.zentiva-offer.com.

About APONTIS PHARMA:

APONTIS PHARMA AG is a leading pharmaceutical company specializing in Single Pill combinations in Germany. Single Pills combine two to three generic active ingredients in a single dosage form administered once a day. Single Pill therapies have been scientifically proven to significantly increase adherence and thus improve the treatment prognosis and quality of life of patients while reducing complications, mortality, and treatment costs. Consequently, Single Pill combinations are the preferred treatment option in numerous international treatment guidelines, including in the EU and Germany. APONTIS PHARMA has been developing, promoting, and distributing a broad portfolio of Single Pill combinations and other pharmaceutical products since 2013, with a special focus on cardiovascular diseases such as hypertension, hyperlipidemia, and secondary prevention. For additional information about APONTIS PHARMA, please visit www.apontis-pharma.de.

APONTIS PHARMA AG

Investor Relations
ir@apontis-pharma.de
T: +49 2173 89 55 4900
F: +49 2173 89 55 1521
Alfred-Nobel-Str. 10
40789 Monheim / Rhein
Germany
apontis-pharma.de

APONTIS PHARMA Press Contact

CROSS ALLIANCE communication GmbH
Sven Pauly
ir@apontis-pharma.de
T: +49 89 125 09 0330

Disclaimer – Legal notice

The information contained in this press release may include certain forward-looking statements that are based on current assumptions and forecasts made by the management of APONTIS PHARMA AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Such factors include those discussed in APONTIS PHARMA AG's public reports. These reports are available on www.apontis-pharma.de. The Company assumes no obligation to update such forward-looking statements or to adapt them to future events or developments.