Biotest AG; Bidder: Grifols Biotest Holdings GmbH

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR COMPLETE OR PARTIAL PUBLICATION OR FORWARDING INTO, WITHIN OR FROM COUNTRIES IN WHICH SUCH PUBLICATION OR FORWARDING WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LEGAL PROVISIONS IN THESE COUNTRIES.

Publication of the decision to submit a
public delisting purchase offer pursuant to
§ 10 paras. 1 and 3 German Securities Acquisition and Takeover Act [Wertpapiererwerbs- und übernahmegesetz, “WpÜG“] in conjunction with § 39 para. 1 German Stock Exchange Act [Börsengesetz, “BörsG“]

Bidder:

Grifols Biotest Holdings GmbH

Colmarer Straße 22

60528 Frankfurt am Main

Germany

registered in the commercial register at the local court [Amtsgericht] Frankfurt am Main under HRB 128108

Target company:

Biotest Aktiengesellschaft

Landsteinerstraße 5

63303 Dreieich

Germany

registered in the commercial register at the Local Court [Amtsgericht] Offenbach am Main under HRB 42396

Common shares: ISIN: DE0005227201 / German Securities Identification Number [Wertpapierkennnummer, “WKN”]: 522 720

Preferred shares: ISIN: DE0005227235 / WKN: 522 723

Grifols Biotest Holdings GmbH (the "Bidder") decided today, on 31 March 2025 to offer to the shareholders of Biotest Aktiengesellschaft (the "Company") to purchase by way of a public delisting purchase offer all no-par bearer common shares of the Company (ISIN DE0005227201) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Common Shares") as well as all no-par and non-voting bearer preferred shares in the Company (ISIN DE0005227235) representing a mathematical, proportionate amount of the share capital of the Company of EUR 1.00 per share (the "Biotest Preferred Shares", and together with the Biotest Common Shares, the "Biotest Shares") in exchange for payment of money (the "Delisting Offer"). Subject to the legal provisions regarding minimum price, the Bidder intends to offer a cash consideration in the amount of EUR 43.00 per Biotest Common Share and EUR 30.00 per Biotest Preferred Share.

The Bidder also agreed today with the Company that the Company will apply for cancellation of the admission of the Biotest Shares to trading on the Frankfurt Securities Exchange with simultaneous listing in the area of the regulated market with additional duties as a consequence of the listing (Prime Standard) in the Frankfurt Securities Exchange no later than ten (10) work days prior to expiration of the deadline for accepting the Delisting Offer, and that the Company will take all reasonable steps and measures after the delisting takes effect, in order to terminate the inclusion of the Biotest Shares in over-the-counter trading at the securities exchanges in Berlin, Düsseldorf, Hamburg/Hanover, Munich, Stuttgart und the Tradegate Exchange as well as any other exchange where the Company is known.

The Offering Document for the Delisting Offer (in German language and a non-binding English translation) and other information related to the offer will be published in the internet at https://www.grifols.com/en/biotest-acquisition-offer.

Important information

This announcement constitutes neither an offer to purchase nor a request to submit an offer for the sale of shares in the target company. The final terms and conditions of the takeover offer as well as other provisions relating to the takeover offer will be notified in the Offering Document after the Federal Financial Supervisory Authority [Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”] has granted permission to publish the Offering Document. The Bidder reserves the right to deviate from the parameters described here in the final provisions and terms and conditions of the takeover offer. The urgent recommendation is made to the investors and holders of shares in the Target Company to read the Offer Document as well as all other documents related to the takeover offer as soon as they have been announced because they contain important information. 

The takeover offer announced in this notification relates to shares in a German company admitted to trading in the Frankfurt Securities Exchange and is subject to the publication duties, rules and practices applicable for companies listed on the exchange in the Federal Republic of Germany, which are different in some material aspects from the legal systems in the United States of America ("USA") and other legal systems. This present notification was prepared according to German style and practice, in order to comply with the laws of the Federal Republic of Germany and the rules of the Frankfurt Securities Exchange, and shareholders from the USA and other legal systems should read this notification in full. Any financial information contained here or elsewhere (including in the Offering Document) concerning the Bidder or the Target Company was and will be prepared in accordance with the provisions applicable in the Kingdom of Spain as well as the Federal Republic of Germany and not in accordance with the generally accepted accounting principles in the USA or elsewhere; the financial information may accordingly not be comparable with financial information related to companies in the USA or companies in other legal systems outside the Kingdom of Spain and the Federal Republic of Germany. The takeover offer is being implemented in the USA in accordance with Section 14(e) and Regulation 14E of the Securities Exchange Act in the USA, subject to the exemptions in Rule 14d-1 of the Securities Exchange Act in the USA, and otherwise in accordance with the requirements in the Federal Republic of Germany. Shareholders from the USA should note that the target company is not listed on an exchange in the USA, is not subject to the normal requirements of the Securities Exchange Act in the USA and that no reports are required to be submitted to the U.S. Securities and Exchange Commission (SEC) and that this also does not occur.

Every contract concluded with the Bidder as a consequence of accepting the planned takeover offer is subject exclusively to the law of the Federal Republic of Germany and must be interpreted in accordance with that law. It may be difficult for shareholders in the USA (or other jurisdictions outside Germany) to enforce certain rights and claims resulting in connection with the takeover offer under USA federal law governing securities (or other legal systems which the respective shareholder is used to), because the Bidder and the Target Company have their registered offices outside the USA (and outside the jurisdiction of the respective shareholder), and the respective boards and managing directors of the Bidder and the Target Company are domiciled outside the USA (and outside the jurisdiction of the respective shareholder). It might not be possible to file a complaint against a non-American company or its senior employees or directors before a non-American court based on violations of the securities laws of the USA. It might also not be possible to force a non-US company or its subsidiaries to submit to the judgment of a US court.

The publication, sending, distribution or dissemination of this present notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area can, as a general rule, also lead to the applicability of legal systems other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and legal restrictions contained in these other legal systems. This present notification, the Offering Document and other documents related to the takeover offer cannot, and are not intended to be sent by third parties to countries or disseminated, distributed or published there in which this would be illegal, notwithstanding the publications in the internet required under German law. The Bidder does not permit any third party to send, publish, distribute or disseminate the Offering Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area. Therefore, securities service companies which maintain securities accounts cannot publish, send, distribute or disseminate this present notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, unless this occurs in accordance with all applicable provisions in domestic and foreign law. The Bidder is not required to make sure and also assumes no liability that the publication, sending, distribution or dissemination of this notification, the Offering Document or other documents related to the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area will be in compliance with the provisions in the respective local law.

The takeover offer announced in this notification can be accepted by all domestic and foreign shareholders of the Target Company in accordance with the provisions to be set forth in the Offering Document and the respectively applicable provisions in the law. However, the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area can be subject to certain legal restrictions due to local provisions. The shareholders of the Target Company who gain possession of the Offering Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and who want to accept the takeover offer under legal provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area are advised to inform themselves about the respectively applicable provisions in the law and comply with those provisions. The Bidder makes no representation that the acceptance of the takeover offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area is permissible under the respectively applicable provisions in the law.

Frankfurt am Main, 31 March 2025

Grifols Biotest Holdings GmbH

Geschäftsführung