Condition of minimum acceptance in Zentiva’s Voluntary Public Purchase Offer waived – Acceptance Period remains unchanged and ends on 21 November 2024 at 24:00 CET

Condition of minimum acceptance in Zentiva’s Voluntary Public Purchase Offer waived – Acceptance Period remains unchanged and ends on 21 November 2024 at 24:00 CET

Frankfurt am Main, 19 November 2024 – Zentiva hereby announces that it has amended its voluntary public purchase offer (the “Offer”) to acquire each outstanding share of APONTIS PHARMA AG (“APONTIS PHARMA”) in cash by waiving the condition of a minimum acceptance.

In all other respects, including the acceptance period, the Offer from Zentiva AG, a wholly-owned subsidiary of Zentiva Pharma GmbH, headquartered in Frankfurt am Main, Germany, and part of Zentiva group (“Zentiva”), remains unchanged. The acceptance period will end on 21 November 2024 at 24:00 CET (“Acceptance Period”). After the expiry of the Acceptance Period, the Offer can no longer be accepted.

All contracts concluded prior to or simultaneously with the amendment of the Offer are automatically adapted to the amended terms and conditions. APONTIS PHARMA shareholders who have already accepted the Offer are not required to take any further actions in order to receive the offer price in accordance with the terms and conditions of the amended Offer. The amendment to the offer document is available online in German at www.zentiva-offer.com, along with a non-binding English translation of the amendment to the offer document.

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

As of 19 November 2024, 15:00 CET, the sum of (i) APONTIS PHARMA shares for which the Offer has been accepted and (ii) APONTIS PHARMA shares acquired by Zentiva pursuant to the SPA (as defined below), amounts to 4,644,900 APONTIS PHARMA shares. This corresponds to approx. 55.76 % of the voting share capital of APONTIS PHARMA.

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].

In its previously published joint reasoned statement, the management board and the supervisory board of APONTIS PHARMA have recommended to all APONTIS PHARMA shareholders to accept the Offer, and have confirmed that they will tender any APONTIS PHARMA shares held by them into the Offer. All members of the management board and supervisory board holding shares in APONTIS PHARMA have already tendered their shares.

Paragon, the main shareholder of APONTIS PHARMA, has entered into a share sale and purchase agreement for its stake of approx. 37.5% of APONTIS PHARMA’s share capital at a cash consideration in the amount of EUR 9.00 per share (“SPA”), emphasizing the attractiveness of the offer price.

The other offer conditions set out in the offer document, including regulatory clearances, remain unaffected by the amendment to the Offer. Merger control clearance for the transaction was already granted on 12 November 2024.

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 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, as amended on 19 November 2024 (“Amended Offer Document”), and is exclusively subject to the terms and conditions set out in the Amended Offer Document (“Offer”). Investors and shareholders of APONTIS PHARMA are strongly advised to thoroughly read the Amended Offer Document and all other relevant documents regarding the Offer when they become available, as they will contain important information. The Amended 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