Merger Squeeze-out Cash Compensation Determined at EUR 10.40

Publication of inside information pursuant to Article 17 of the Regulation (EU) No. 596/2014

APONTIS PHARMA AG: Merger Squeeze-out Cash Compensation Determined at EUR 10.40

Monheim / Rhein, 13 June 2025. APONTIS PHARMA AG announces that Zentiva AG submitted a specified request (konkretisiertes Verlangen) to the APONTIS PHARMA AG management board, pursuant to section 62 para. 1 and 5 first sentence of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz – AktG), to convene the APONTIS PHARMA AG’s annual general meeting to resolve on the transfer of shares held by APONTIS PHARMA AG’s minority shareholders to Zentiva AG against adequate cash compensation.

Zentiva AG currently holds approximately 91.95% and, after deducting the number of treasury shares pursuant to section 62 para. 1 sentence 2 UmwG, approximately 93.83% of APONTIS PHARMA AG’s share capital and is therefore the major shareholder of APONTIS PHARMA AG as defined by section 62 para. 5 UmwG. Zentiva AG has determined the amount of the cash compensation to be EUR 10.40 per APONTIS PHARMA AG share. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate.

The conclusion and notarization of the merger agreement between APONTIS PHARMA AG and Zentiva AG will take place today. At APONTIS PHARMA AG’s annual general meeting, which is expected to be held on 29 July 2025, a resolution will be adopted on transferring APONTIS PHARMA AG minority shareholders’ shares to Zentiva AG against a cash compensation of EUR 10.40 per share.

The effectiveness of the merger squeeze-out is still subject to the approval by the APONTIS PHARMA AG annual general meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of APONTIS PHARMA AG, as well as the registration of the merger in the commercial register at the seat of Zentiva AG.

APONTIS PHARMA AG

Investor Relations
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40789 Monheim / Rhein
Germany
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