EQS-WpÜG: Takeover Offer / Target company: SNP Schneider-Neureither & Partner SE; Bidder: Octapharma AG

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Publication of the decision to issue a voluntary public takeover offer pursuant to Section 10 (1) in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (WpÜG)

Bidder:

Octapharma AG

Seidenstrasse 2

8853 Lachen

Switzerland

Registered with the swiss commercial register under CHE-108.025.582
 

Target:

SNP Schneider-Neureither & Partner SE

Speyerer Straße 4

69115 Heidelberg

Germany

Registered with the commercial register of the local court (Amtsgericht) of Mannheim under HRB 729172

ISIN: DE0007203705 (WKN: 720370)

Today, Octapharma AG, Switzerland ("Bidder"), has resolved to offer to the shareholders of SNP Schneider-Neureither & Partner SE ("SNP") by way of a voluntary public takeover offer ("Takeover Offer") to acquire all no-par value bearer shares of SNP with a proportionate interest in the share capital of EUR 1.00 per share ("SNP Shares"). The Bidder intends to offer a cash consideration in the amount of EUR 33.50 in cash per SNP Share. The intended amount of the consideration is based on the assumption that the Annual General Meeting of SNP does not resolve a dividend payment for the fiscal year 2022 and will be reduced by any dividend payment.

The Takeover Offer is not expected to contain any offer conditions other than antitrust offer conditions. In particular, the offer will not be made conditional on the acquisition of a minimum shareholding.

The Bidder has today entered into an agreement with a fund controlled by Petrus Advisers to acquire approximately 9.40% of the SNP Shares. The closing is subject to clearance by the relevant antitrust authorities. The Bidder also intends to acquire Wolfgang Marguerre's block of shares of approximately 28.83% prior to the completion of the Takeover Offer. Both acquisitions will be made in connection with the Takeover Offer and will give the Bidder access to approximately 38.22% of the SNP Shares.

The offer document for the Takeover Offer (in German and a non-binding English translation) and further information on the Takeover Offer will be published and available on the internet at www.angebot-2023.de.

Important information:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell SNP Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of SNP Shares are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The offer document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.angebot-2023.de.

The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Takeover Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Offer will be filed, caused to be filed or granted outside the Federal Republic of Germany. Investors and holders of SNP Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of the respective national law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional SNP Shares outside the Takeover Offer on or off the stock exchange, provided that such acquisitions or acquisition agreements do not take place in the United States of America, the applicable German legal provisions, in particular those of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), are complied with and the Offer Price is increased in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) so that it corresponds to any consideration paid outside the Offer, if such consideration is higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of SNP Shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, of the United States of America or any other relevant jurisdiction.

Any contract entered into with the Bidder as a result of the acceptance of the planned Takeover Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting in concert with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.

Lachen (Switzerland), 17. Mai 2023

Octapharma AG