Sartorius Stedim Biotech S.A. announces an offering of approximately 1.2 billion euros of new shares without shareholders’ preferential subscription rights by means of an accelerated bookbuilding

Not to be released, published, distributed or circulated in South Africa, Canada, Australia, Japan or any other jurisdiction in which it would be unlawful to do so. This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Sartorius Stedim Biotech S.A. announces an offering of approximately 1.2 billion euros of new shares without shareholders’ preferential subscription rights by means of an accelerated bookbuilding

Sartorius Stedim Biotech S.A. (“SSB” or the “Issuer”) announces today the launch of an offering of approximately 1.2 billion euros of new shares without shareholders’ preferential subscription rights via an accelerated bookbuilding (the “Capital Increase”).

Use of proceeds

The Issuer intends to use the net proceeds of the Capital Increase to accelerate its debt deleveraging beyond strong internal cash generation, and to strengthen its overall strategic flexibility. As of the reporting date December 31, 2023, the outstanding shareholder loans within the Sartorius Stedim Biotech group amounted to around EUR 3.56bn, with initial maturities between 2026 to 2035 and interest rates ranging between approximately 3.5% and 4.9%. The Issuer intends to allocate at least two thirds of the net proceeds of the Equity Offering to partially repay the shareholder loans granted by the Issuer’s major shareholder, Sartorius Aktiengesellschaft (“Sartorius AG”), and its subsidiary, Sartorius Finance B.V.to the Issuer and its subsidiary, Sartorius Stedim Biotech GmbH. Any remaining portion, if any, would be allocated to general corporate purposes of the Issuer. The net proceeds are expected to reduce net debt and therefore resulting in a net leverage decrease by around 1.5x in relation to the most recent reporting date.

Shareholder’s intention

Sartorius AG, which owns approximately 73.6 percent of the Issuer’s share capital, has indicated its intention to participate in the Capital Increase by placing an order for an amount in cash of approximately one third of the Capital Increase, corresponding to approximately 400 million euros on the basis of a Capital Increase of 1.2 billion euros, at the placement price of the Capital Increase without concurring to the formation of such price. The final number of new shares purchased by Sartorius AG will depend on the final allocation resulting from the bookbuilding process that will be determined in accordance with standard principles for this type of transaction.

Sartorius AG has also informed SSB of its intention to concurrently carry out the placement of approximately 200 million euros of Sartorius AG treasury preference shares through a private placement. The proceeds from this transaction will benefit Sartorius AG.

Main terms of the Capital Increase

The Capital Increase will be carried out without shareholders’ preferential subscription rights pursuant to the authorization granted by the Issuer’s annual shareholders’ general meeting held on March 29, 2022 (19th resolution) and in accordance with the provisions of Article L.411-2 1° of the French Code monétaire et financier. The new shares will be offered for subscription exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process.

The placement price for the new shares will also be determined pursuant to such accelerated bookbuilding process. In accordance with the authorization granted by the shareholders’ meeting referred to above, the placement price will be at least equal to volume-weighted average price for the last three trading days preceding the beginning of the public offering, less, as the case may be, a maximum discount of 10 %.

The new shares will bear current dividend rights and will be immediately assimilated to the Issuer’s existing shares. Notably, the new shares will benefit from any dividend paid in 2024 (related to 2023 fiscal year exercise). The new shares will trade under the same ISIN code as the existing shares, FR0013154002, on Euronext Paris.

The placement price of the Capital Increase is expected to be announced no later than the start of trading on Euronext Paris on or around 7 February 2024. Settlement of the Capital Increase is expected to take place on or around 9 February 2024.

The indicative timetable of the Capital Increase is as follows:

• 6 February 2024 (after market close): publication by the Issuer of a press release announcing the launch of the Capital Increase
• 6 February 2024 (after market close): publication by the Issuer of a press release announcing the determination of the price of the Capital Increase
• 7 February 2024: publication by Euronext Paris S.A. of the notice relating to the admission to trading of the new shares
• 9 February 2024: settlement and delivery of the Capital Increase

Lock-up undertakings

As part of the Capital Increase, SSB and Sartorius AG (with respect to the shares held on the date hereof and the new shares) have each agreed to a lock-up period of 90 calendar days following the settlement and delivery date of the Capital Increase, subject to customary exceptions.

Dilution

For illustrative purposes only, a shareholder holding 1% of the Issuer’s share capital as of 6 February 2024, and not subscribing to the Capital Increase, would hold 0.95% on a non-diluted basis of the share capital following the issue of the new shares pursuant to the Capital Increase, calculated on the basis of an offer price equal to the closing share price on 6 February 2024, i.e., EUR 251.00 per share.

On the basis of the hypothesis described above, the share capital of the Issuer would be allocated as follows after the Capital Increase:

Allocation before the Capital Increase

Allocation after the Capital Increase

Risk factors

The risk factors relating to the Issuer are presented in the universal registration document of the Issuer filed with the AMF on 16 February 2023 as updated in the half-yearly financial report of the Issuer dated 21 July 2023. These documents are available free of charges on the Internet site of the Issuer (https://www.sartorius.com/en/company/investor-relations/sartorius-stedim-biotech-sa-investor-relations). The realisation of all or part of these risks may have an adverse effect on the activities, the financial situation, the results, the development or the perspectives of the Issuer. These risk factors remain up-to-date as of the date hereof.

In addition, investors are invited to take into account the risks that are specific to the Capital Increase as follows:

1. the market price of the Issuer's shares could fluctuate and fall below the subscription price of the shares issued in connection with the Capital Increase,
2. the volatility and liquidity of the Issuer's shares could fluctuate significantly,
3. sales of the Issuer's shares, notably by Sartorius AG after the expiry of the lock-up undertaking, could occur on the market and have an adverse impact on the Issuer's share price, and
4. the Issuer's shareholders could suffer additional dilution in the event of future transactions.

Importance notice

This press release may not be published, distributed or released in South Africa, Australia, Canada or Japan. The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Therefore, persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No communication and no information in respect of the Capital Increase may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The issuance by the Issuer or the subscription of the Shares may be subject to legal and regulatory restrictions in certain jurisdictions. The Issuer and its advisors take no responsibility for any violation of any such restriction by any person.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”) and of Regulation (EU) 2017/1129 as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”).

This press release is not an offer to the public other than to qualified investors, or an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including France.

European Economic Area

With respect to the member States of the European Economic Area (each, a “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring publication of a prospectus in any relevant Member State, including France and Germany. As a result, the securities may only be offered in relevant Member States (i) to qualified investors, as defined by the Prospectus Regulation; or (ii) in any other circumstances, not requiring the Issuer to publish a prospectus as provided under Article 3(2) of the Prospectus Regulation. These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in any Member State.

United Kingdom

With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus. As a result, the securities may and will be offered only (i) to qualified investors within the meaning of the UK Prospectus Regulation, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the UK Prospectus Regulation, or (iii) in accordance with the exemptions set forth in Article 1 (4) of the UK Prospectus Regulation or under any other circumstances which do not require the publication by Sartorius Stedim Biotech S.A. of a prospectus pursuant to Article 3 of the UK Prospectus Regulation.

The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

United States

This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or the law of any State or other jurisdiction of the United States, and may not be offered, sold, pledge or otherwise transferred in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Sartorius Stedim Biotech S.A. does not intend to register all or any portion of the securities in the United States under the Securities Act or to conduct a public offering of the securities in the United States.

South Africa, Australia, Canada and Japan

This announcement may not be published, forwarded or distributed, directly or indirectly, in South Africa, Australia, Canada or Japan.

The distribution of this press release in certain countries may constitute a breach of applicable law.

Disclosure of inside information according to Article 17 MAR

Aubagne, February 06, 2024

Contact

Petra Kirchhoff

Head of Corporate Communications and Investor Relations

+49 (0)551.308.1686

petra.kirchhoff@sartorius.com

sartorius.com