APONTIS PHARMA shareholders can tender their shares from today – Offer Document published

• Voluntary public purchase offer for APONTIS PHARMA starts today – Offer Document published
   
• Acceptance period expected to expire on 21 November 2024 at 24:00 (CET)
   
• Offer price of EUR 10.00 in cash represents a premium of 52.9% over the closing share price on 15 October 2024, and is well above comparable transactions in Germany over the past 3 years
   
• Management Board and Supervisory Board of APONTIS PHARMA welcome and support the Offer and intend to recommend all APONTIS PHARMA shareholders to accept the Offer, subject to review of the Offer Document

Frankfurt am Main, 24 October 2024 – Zentiva AG, a wholly-owned subsidiary of Zentiva Pharma GmbH, headquartered in Frankfurt am Main, Germany, and part of Zentiva group (“Zentiva”), today published the offer document (“Offer Document”) for its voluntary public purchase offer (the “Offer”) for all outstanding shares of APONTIS PHARMA AG (“APONTIS PHARMA").

APONTIS PHARMA shareholders can tender their shares during the acceptance period which starts today, 24 October 2024, and is expected to expire on 21 November 2024 at 24:00 (CET).

The cash consideration of EUR 10.00 for each outstanding share of APONTIS PHARMA represents a premium of 52.9% over the closing share price on 15 October 2024, and a premium of 38.3% based on the weighted average price of the APONTIS PHARMA share over the three months ending 15 October 2024. This is well above comparable transactions in Germany over the past 3 years, whose average premium is 31.4%[1]. The Offer values APONTIS PHARMA at EUR 85m for 100% of share capital.

Both the Management Board and the Supervisory Board of APONTIS PHARMA welcome the Offer. Subject to review of the Offer Document and in compliance with their fiduciary duties, both the Management Board and the Supervisory Board intend to support the Offer and to recommend all APONTIS PHARMA shareholders to accept the Offer. They have already confirmed that they will tender any APONTIS PHARMA shares held by them into the Offer.

Zentiva and Paragon, the main shareholder of APONTIS PHARMA, have entered into a share sale and purchase agreement with respect to its stake of approx. 37.5% of APONTIS PHARMA shares at a cash consideration in the amount of EUR 9.00 per share, emphasizing the attractiveness of the offer price.

Settlement of the Offer will be subject to customary offer conditions, including regulatory clearances. It also includes a minimum acceptance threshold of 65% of APONTIS PHARMA shares. The transaction is expected to close at the end of Q4 2024 or in Q1 2025.

The Offer Document is available online in German at www.zentiva-offer.com, along with a non-binding English translation of the Offer Document.

Contact for shareholders

+49 69 920 14 9723 (Monday – Friday)

Media contacts for Zentiva

Ines Windisch 
Head of Communications, Corporate Affairs & Sustainability
ines.windisch@zentiva.com

Isabel Henninger
Kekst CNC
+49 174 940 9955
isabel.henninger@kekstcnc.com 

About Zentiva

Zentiva is a Pan-European Platform developing, manufacturing and providing high-quality and affordable medicines to more than 100 million people in Europe. Zentiva has 4 wholly owned manufacturing sites and a broad network of external manufacturing partners to ensure supply security. We offer solutions in key therapeutical areas like Cardiology & Circulation, Diabetes, Oncology, Respiratory, CNS and focus on expanding our portfolio in self-care. The company is Private Equity owned, delivering sustainable double-digit growth, with an ambitious 5-year plan for further strong (organic and inorganic) growth across Europe.

We are a team of almost 5,000 unique talents bonded together by our purpose to provide health and wellbeing for all generations. We want Zentiva to be a great place to work, where everyone feels welcomed and appreciated and can be their true selves contributing to the best of their ability.

For additional information about Zentiva, please visit www.zentiva.com or www.zentiva.de.

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.

Important notice

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in APONTIS PHARMA or any other securities. The Offer is only made by publication of the Offer Document published on 24 October 2024 and is exclusively subject to its terms and conditions. Investors and shareholders of APONTIS PHARMA are strongly advised to thoroughly read the Offer Document and all other relevant documents regarding the Offer when they become available, as they will contain important information. The Offer Document (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Offer is published amongst other information on the internet at www.zentiva-offer.com.

This publication may contain statements about Zentiva, and/or APONTIS PHARMA and/or either of its affiliates that are or may be "forward-looking statements", i.e., statements about processes that take place in the future, not in the past. Forward-looking statements include, without limitation, statements that typically contain words such as "seek", "estimate", "intend", "plan", "believe", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. By their nature, forward-looking statements are based on current expectations, assumptions, estimates and projections and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and many of which are outside the control of Zentiva, APONTIS PHARMA and/or any of its affiliates. Zentiva and APONTIS PHARMA caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance. Any forward-looking statement speaks only as at the date of this announcement. Except as required by applicable law, Zentiva does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Since the APONTIS PHARMA shares are not admitted to trading on an organized market within the meaning of Section 1 (1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the Offer is not subject to the WpÜG. The Offer is not subject to review or registration proceedings of any securities regulator neither in nor outside the Federal Republic of Germany, and has not been approved or recommended by any such securities regulator including the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

The Offer will be implemented solely in accordance with German law and certain applicable securities law provisions of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

The Bidder reserves the right to acquire further APONTIS PHARMA shares in a manner other than in the context of this Offer on or off the stock exchange and/or enter into corresponding acquisition agreements during the acceptance period. The Bidder is not obliged to publish information about such acquisitions or to adjust the offer price as a result of such acquisitions.

 ^[1] Source: S&P Global, German M&A Deal Premiums: deal premium 1 day before announcement 31.4% on average over the past 3 years; sample: 31 PTOs in Germany with a transaction value >USD30M