APONTIS PHARMA AG: Condition of Minimum Acceptance in Zentiva’s Voluntary Public Purchase Offer Waived

APONTIS PHARMA AG: Condition of Minimum Acceptance in Zentiva’s Voluntary Public Purchase Offer Waived
 

• Zentiva waives the condition of minimum acceptance
• Acceptance Period ends unchanged today, 21 November 2024 at 24:00 CET
• Around 60% of shares already tendered
• Management Board and Supervisory Board of APONTIS PHARMA recommend acceptance of the Offer
• Investment agreement provides for termination of inclusion (delisting) in the open market (Freiverkehr)

Monheim / Rhein, 21 November 2024. The Management Board of APONTIS PHARMA AG (Ticker APPH / ISIN DE000A3CMGM5, “APONTIS PHARMA”), a leading pharmaceutical company specializing in Single Pill combinations in the German market, has been informed by Zentiva AG (the “Bidder”) in the context of the public purchase offer that the Bidder waives the condition of minimum acceptance. The Acceptance Period for the purchase offer remains unchanged and continues to end today, 21 November 2024 at 24:00 CET. After expiry of the Acceptance Period, the amended Offer can no longer be accepted.

On 19 November 2024, Zentiva announced to waive the minimum acceptance condition in the voluntary public purchase offer (the “Offer”) to acquire all outstanding shares of APONTIS PHARMA. All contracts concluded prior to or simultaneously with the amendment by the acceptance of the Offer will be 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 amendments to the offer document.

As of 20 November 2024, 15:00 CET, according to the information of the Bidder, the sum of (i) APONTIS PHARMA shares for which the Offer has been accepted and (ii) APONTIS PHARMA shares acquired by the Bidder pursuant to the Share Purchase Agreement (as defined below) amounts to 5,015,989 APONTIS PHARMA shares. This corresponds to approx. 60.22% of the voting share capital of APONTIS PHARMA.

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.

In their previously published joint reasoned statement, the Management Board and the Supervisory Board of APONTIS PHARMA have recommended all APONTIS PHARMA shareholders to accept the Offer, and have confirmed that they will tender all shares held by them into the Offer. All members of the Management Board and the Supervisory Board holding APONTIS PHARMA shares have already tendered their shares. Paragon, the main shareholder of APONTIS PHARMA, has entered into a Share Purchase Agreement for its stake of approx. 37.5% of APONTIS PHARMA’s share capital at a cash consideration of EUR 9.00 per share (“Share Purchase Agreement”), emphasizing the attractiveness of the offer price.

The cash consideration of EUR 10.00 represents a premium of 52.9% over the closing price of the APONTIS PHARMA share on 15 October 2024, and a premium of 38.3% 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 three years, whose average premium is 31.4%.[1]

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

“Zentiva AG's offer to acquire the outstanding shares of APONTIS PHARMA has already been accepted by a majority of shareholders. The current analyst studies also have a price target of EUR 10.00, which corresponds to a significant premium compared to the value prior to the announcement of the Offer. We can only recommend that our shareholders accept the Offer and refer to the deadline on 21 November. According to the investor agreement, the shares will eventually be delisted”, said Bruno Wohlschlegel, CEO of APONTIS PHARMA.

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
Rolf-Schwarz-Schütte Platz 1
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.

^[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.