Management Board and Supervisory Board of APONTIS PHARMA AG recommend accepting Zentiva’s public tender offer

Management Board and Supervisory Board of APONTIS PHARMA AG recommend accepting Zentiva’s public tender offer
 

• Joint reasoned statement by Management Board and Supervisory Board published
• Offer price of EUR 10.00 per share represents an attractive premium of around 52.9% compared to the closing price on 15 October 2024 and a premium of 38.3% compared to the volume-weighted average stock exchange price (Xetra) in the last three months prior to and including 15 October 2024
• Management Board and Supervisory Board of APONTIS PHARMA consider the offer price to be fair, adequate and attractive from a financial point of view and recommend shareholders to accept the offer
• Management Board and Supervisory Board of APONTIS PHARMA welcome Zentiva’s intentions, in particular with a view to continuing APONTIS PHARMA's growth strategy
• Acceptance period ends on 21 November 2024

Monheim / Rhein, 30 October 2024. Today, the Management Board and the Supervisory Board of APONTIS PHARMA AG (Ticker APPH / ISIN DE000A3CMGM5) (the “APONTIS PHARMA”), a leading pharmaceutical company specializing in Single Pill combinations in the German market, have issued their joint reasoned statement on the public purchase offer by Zentiva AG (the “Bidder”) to all APONTIS PHARMA shareholders for the acquisition of all no-par value bearer shares in APONTIS PHARMA (the “Offer”). The Bidder is a wholly-owned subsidiary of Zentiva Pharma GmbH with its registered office in Frankfurt am Main, Germany, and part of the Zentiva Group (“Zentiva”). After careful and thorough review of the offer document published by the Bidder on 24 October 2024, the Management Board and the Supervisory Board of APONTIS PHARMA recommend that APONTIS PHARMA shareholders accept the Offer. The members of the Management Board and the Supervisory Board of APONTIS PHARMA intend to tender all APONTIS PHARMA shares held by them.

The Management Board and the Supervisory Board of APONTIS PHARMA consider the offer price of EUR 10.00 per APONTIS PHARMA share to be fair, adequate and attractive from a financial point of view and see it as an attractive premium of approximately 52.9% compared to the closing price on 15 October 2024 and a premium of 38.3% compared to the volume-weighted average stock exchange price (Xetra) in the last three months prior to and including 15 October 2024.

The Management Board and the Supervisory Board of APONTIS PHARMA, taking into account the overall circumstances of the Offer as well as the objectives and intentions of the Bidder, are of the opinion – independently of each other – that the consideration offered by the Bidder is fair, adequate and attractive and that the consummation of the Offer is in the interest of APONTIS PHARMA and its shareholders, employees and other stakeholders. The Management Board and the Supervisory Board of APONTIS PHARMA support the Offer. The business combination will enable the Bidder and APONTIS PHARMA to combine its existing resources in order to achieve a higher availability of resources and a broader product range.

Furthermore, the Management Board and the Supervisory Board of APONTIS PHARMA welcome the economic and strategic objective of the Bidder and Zentiva to strengthen APONTIS PHARMA and to support its growth as set out in the offer document. The Management Board and the Supervisory Board of APONTIS PHARMA are of the opinion that the cooperation in the area of research and development as well as the access to Zentiva's European network for the future commercialization of the pharmaceutical products developed by APONTIS PHARMA are of central importance for the long-term success of the Company.

There is no legal obligation for the Management Board and the Supervisory Board of APONTIS PHARMA to issue a reasoned statement as the German Securities Acquisition and Takeover Act (WpÜG) does not apply. The joint reasoned statement is published in German on the APONTIS PHARMA website in the Investor Relations section at Public voluntary purchase offer and is also available in a non-binding English translation.

The acceptance period for the Offer commenced with the publication of the offer document on 24 October 2024 and ends on 21 November 2024 at 24:00 hours (Frankfurt / Main local time). All relevant details regarding the terms and conditions and, in particular, the acceptance of the Offer are set out in the offer document, which is available on the Bidder's website: www.zentiva-offer.com. In order to tender their shares into the purchase offer, shareholders are kindly requested to contact their custodian bank directly.

Important notice

The information in this publication does not constitute explanations or additions to the statements in the reasoned statement. Only the joint reasoned statement of the Management Board and Supervisory Board of APONTIS PHARMA is binding.

About APONTIS PHARMA:

APONTIS PHARMA AG 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.

APONTIS PHARMA AG

Investor Relations
ir@apontis-pharma.de
T: +49 2173 89 55 4900
F: +49 2173 89 55 1521
Alfred-Nobel-Str. 10
40789 Monheim / Rhein
Germany
apontis-pharma.de

APONTIS PHARMA Press Contact

CROSS ALLIANCE communication GmbH
Sven Pauly
ir@apontis-pharma.de
T: +49 89 125 09 0330

Disclaimer – Legal notice

The information contained in this press release may include certain forward-looking statements that are based on current assumptions and forecasts made by the management of APONTIS PHARMA AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Such factors include those discussed in APONTIS PHARMA AG's public reports. These reports are available on www.apontis-pharma.de. The Company assumes no obligation to update such forward-looking statements or to adapt them to future events or developments.