APONTIS PHARMA with significant sales and earnings increase in 2024 financial year – squeeze-out and merger planned

Corporate News

- Sales increases significantly to EUR 48.5 million in 2024 financial year (2023: EUR 37.0 million) 

- Strong increase in Single Pill combination revenues to EUR 34.4 million (2023: EUR 25.6 million)

- EBITDA increases by EUR 16.8 million to EUR 3.5 million (2023: EUR -13.3 million)

- Squeeze-out and merger with Zentiva AG planned

Monheim / Rhein, 31 March 2025. Die APONTIS PHARMA AG (Ticker APPH / ISIN DE000A3CMGM5), a leading pharmaceutical company for Single Pill combinations in Germany, closed the 2024 financial year with a significant increase in sales of 31.1% to EUR 48.5 million (2023: EUR 37.0 million). EBITDA in the reporting period improved significantly by EUR 16.8 million from EUR 13.3 million to EUR 3.5 million, confirming the realignment of strategy and go-to-market initiated in 2023 and the cost reductions realized here.

“The significant increase in sales and earnings demonstrates the success of our reorganization of APONTIS PHARMA. We have fundamentally optimized sales, revised our go-to-market approach and significantly reduced costs. Accordingly, the success is reflected both in sales and disproportionately in earnings. The acquisition offer from Zentiva is a confirmation of this strategy. Zentiva recently announced that it is seeking a squeeze-out and a merger with Zentiva AG. The success story of the Single Pill combinations will therefore continue under a new umbrella,” said Bruno Wohlschlegel, CEO of APONTIS PHARMA.

Significant growth in all segments

Sales of EUR 48.5 million generated in the 2024 financial year were only slightly below the forecast of EUR 50.0 million. Single Pill combinations revenue increased significantly from EUR 25.6 million to EUR 34.4 million. This was attributable in particular to the improved supply situation for Atorimib (from EUR 8.8 million to EUR 16.7 million) and the growth of the remaining Single Pills excluding Atorimib, Caramlo and Tonotec, whose sales increased by EUR 2.8 million. The new go-to-market-concept introduced in spring 2024 had a noticeable impact here.

Sales in the cooperation business increased by 36% to EUR 12.6 million in the financial year (2023: EUR 9.3 million). The agreement concluded with Novartis in April 2024 for the two asthma products Atectura and Enerzair made a significant contribution to this. Sales of EUR 9.0 million were already generated in the first nine months of distribution.

Thomas Milz, CPO of APONTIS PHARMA: “Both the Single Pill combinations (including four new launches in 2024) and the cooperation business delivered in the past financial year and each contributed significantly to the increase in sales. The improved availability of our bestseller Atorimib and, of course, the new go-to-market approach also helped. Thanks to APONTIS PHARMA, Single Pill combinations are now established on the market, as they have considerable advantages over loose combinations in terms of adherence and contribute to better healthcare.”

Increase in profitability

The positive development of sales and cost reductions had a disproportionately high impact on earnings. EBITDA rose to EUR 3.5 million, compared to EUR -13.3 million in the previous year. The previous year’s EBITDA was characterized by one-off restructuring expenses of EUR 5.6 million.

The cost of materials increased from EUR 13.8 million to EUR 20.8 million in line with the rise in sales. The increase in the cost of materials ratio to 42.8% (2023: 37.3%) was mainly due to the cooperation agreement concluded with Novartis for the products Atectura and Enerzair.

Personnel expenses amounted to EUR 13.5 million in the financial year (2023: EUR 24.6 million). In the previous year, restructuring costs of EUR 5.6 million were incurred, which were reported under personnel expenses.

APONTIS PHARMA closed the 2024 financial year with a consolidated net profit of EUR 0.8 million, following a consolidated net loss of EUR 11.3 million in the previous year.

APONTIS PHARMA’s equity amounted to EUR 31.0 million as of 31 December 2024 (2023: EUR 30.3 million), which corresponds to an equity ratio of 69.9% (2023: 52.7%). The increase is the result of the profit for the financial year and a lower balance sheet total.

“With very pleasing financial development figures and a solid balance sheet, APONTIS PHARMA is expected to leave the stock exchange in the coming months. The business model has proven to be solid and will continue to gain momentum under the Zentiva umbrella and take the step towards European expansion,” added Thomas Zimmermann, CFO of APONTIS PHARMA.

Continuation of growth course

APONTIS PHARMA intends to continue on its growth path in the 2025 financial year. The Single Pill business is expected to continue to grow in the 2025 financial year. This will mainly be achieved through the existing Single Pill portfolio and the effects of the planned new launches in 2025. APONTIS PHARMA currently expects two new launches to take place in the current financial year. The cooperation business will grow overall due to the cooperation with Novartis entered into in April 2024.

APONTIS PHARMA expects sales to increase by 16% to EUR 56.4 million in the 2025 financial year (2024: EUR 48.5 million). The Company expects EBITDA to increase from EUR 3.5 million to EUR 4.5 million.

Voluntary public purchase offer by Zentiva and squeeze-out under merger law

On 24 October 2024, the pharmaceutical group Zentiva published a purchase offer for shares in APONTIS PHARMA AG. Zentiva now holds around 93.83% of the Company’s share capital and is therefore the majority shareholder. On 5 March, Zentiva submitted a request to APONTIS PHARMA pursuant to Section 62 (1) and (5) UmwG (German Reorganization Act) in conjunction with Sections 327a et seq. AktG (German Stock Corporation Act), according to which a merger agreement is to be concluded between the Company and Zentiva AG and the Annual General Meeting of APONTIS PHARMA is to resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Zentiva as the majority shareholder in return for the granting of appropriate cash compensation (so-called squeeze-out under merger law).

APONTIS PHARMA will provide information about the date of the Annual General Meeting at which a corresponding transfer resolution is to be passed in accordance with the statutory requirements.

Group figures

in EUR million	2024	2023	∆
Single Pill revenue	34.4	25.6	34.3 %
Total sales	48.5	37.0	31.1 %
EBITDA	3.5	-13.3	n/a
Net result	0.8	-11.3	n/a
	Dec. 31, 2024	Dec. 31, 2023
Equity ratio (in %)	69.9 %	52.7 %	17.2 Bps.
Net liquidity	15.5	20.8	-25.5 %

Note: Rounding differences may occur.

Condensed Group Income Statement

in EUR million	2024	2023	∆
Sales	48.5	37.0	11.5
Other operating income	2.4	1.7	0.7
Cost of materials	-20.8	-13.8	-7.0
Personnel expenses	-13.5	-24.6	11.1
Depreciation and amortization	-2.2	-1.9	-0.3
Other operating expenses	-13.2	-13.5	0.3
Operating result	1.1	-15.1	16.2
Financial result	0.1	0.2	-0.1
Result before taxes	1.2	-14.9	16.2
Taxes on income and earnings	-0.4	3.6	-4.0
Result after taxes	0.8	-11.3	12.1
Other taxes	0.0	0.0	0.0
Net result	0.8	-11.3	12.1

Note: Rounding differences may occur.

Condensed Consolidated Statement of Financial Position

in EUR million	Dec. 31, 2024	Dec. 31, 2023	∆
Assets
Fixed assets	18.5	18.4	0.1
Inventories	6.5	6.6	-0.1
Receivables and other assets	0.8	1.7	-0.9
Cash on hand and bank balances	15.5	26.8	-11.3
Prepaid expenses and deferred charges	0.7	0.5	0.2
Deferred tax assets	2.4	3.5	-1.1
Liabilities
Equity	31.1	30.3	+0.8
Difference from capital consolidation	0.5	0.6	-0.1
Provisions	7.8	15.2	-7.4
Bank liabilities	0.0	6.0	-6.0
Liabilities	4.8	5.4	-0.6
Total assets	44.4	57.5	-13.1

Note: Rounding differences may occur.

Condensed Group Statement of Cash Flows

in EUR million	2024	2023	∆
Cash flow from operating activities	-2.9	-12.6	9.7
Cash flow from investing activities	-2.3	-2.9	0.6
Cash flow from financing activities	-6.1	6.0	-12.1
Net cash flow	-11.4	-9.5	-1.9

Note: Rounding differences may occur.

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.

Delisting Purchase Offer for Shares of Biotest Aktiengesellschaft

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

METRO AG: Reasoned Statement

31 March 2025

Management Board and Supervisory Board expect positive effects for METRO from the delisting, neutral statement on acceptance or non-acceptance of the offer 

 - The Management Board and Supervisory Board support the delisting because it is in the interests of METRO - Offer price for METRO ordinary shares offers significant premium over the price of METRO ordinary shares prior to the announcement of the planned delisting 

- Offer price does not reflect the long-term value potential of METRO AG based on the sCore strategy in the view of the Management Board and the Supervisory Board 

 - Management Board and Supervisory Board issue neutral statement on acceptance or non-acceptance of EPGC's purchase offer 

The Management Board and the Supervisory Board of METRO AG today published their joint reasoned statement pursuant to § 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG). On 19 March 2025, EP Global Commerce GmbH (EPGC) had published the offer document for its public delisting tender offer (Offer) to all shareholders of METRO AG. The Offer is a prerequisite for the intended withdrawal of the company from the Frankfurt Stock Exchange. The Management Board and the Supervisory Board of METRO AG have each separately conducted a thorough and intensive evaluation, review and analysis of the Offer. 

After careful consideration of all aspects, including the overall circumstances of the Offer as well as the commitments, objectives and intentions of EPGC contained in the Delisting Agreement and the Offer Document, both the Management Board and the Supervisory Board have independently come to the conclusion that the delisting is in the interest of METRO and therefore support the offer as a condition for the delisting. 

The Management Board and Supervisory Board appreciate the investment, the future cooperation as well as the commitment of EPGC as a long-standing, active shareholder and constructive partner. EPGC has declared its intention to significantly strengthen METRO's position in the current market environment and to further support METRO's sCore strategy. The management of EPGC and METRO AG have also agreed on this in the delisting agreement dated 5 February 2025, which also contains further extensive commitments by EPGC that are in METRO's interest, for example on the retention of the group headquarters, on the financing of METRO after a delisting, on the future corporate governance and on employee-related matters. 

After the delisting, the management of METRO AG will be able to pursue its strategy without taking the development of the METRO share price into consideration. METRO AG will be relieved of the financial and organisational expenses as well as the additional legal obligations associated with a stock exchange listing of the METRO shares. The Management Board and the Supervisory Board also expect that the delisting will free up management capacities that can be invested in the implementation of the sCore strategy and increase METRO's ability to react more flexibly to developments in the market environment. 

The offer price offered by EPGC represents a significant premium over the price of the METRO ordinary shares prior to the publication of the planned delisting. However, the Management Board and the Supervisory Board are of the opinion that the offer price does not reflect the long-term value potential of METRO AG based on the sCore strategy and, therefore, is not adequate from a financial point of view. However, the Management Board and the Supervisory Board point out that the realisation of the long-term value potential is uncertain, as there is both an implementation risk and the risk that newly emerging, unforeseen external factors may have a negative impact on METRO. 

In the view of the Management and Supervisory Board, the share market prices and analysts' forecasts on the stock exchange have not reflected the long-term earnings opportunities for some time now. In the opinion of the Management Board and Supervisory Board, this would not have changed in the foreseeable future even if the company were to remain listed on the stock exchange. Taking this into account, the Management Board and Supervisory Board believe that the offer price offered by EPGC presents an exit opportunity for risk-averse or short-term oriented investors and allow for a certain and timely realisation of an offer price above the unaffected share market prices prior to the announcement of the planned delisting. 

In light of the above, the Management Board and the Supervisory Board note that different shareholders, based on their investment horizon and expectations, may have different views regarding the offer. Therefore, the Management Board and the Supervisory Board can neither generally recommend that METRO’s shareholders accept the Offer nor generally recommend that they do not accept it, which is why they refrain from making a recommendation (neutral statement).

The Management Board and the Supervisory Board point out that METRO’s shareholders should therefore decide for themselves in each individual case whether or not to accept the Offer, taking into account the overall situation as well as their individual circumstances and personal assessment of the possible future development of the value of the METRO shares (also taking into account the delisting and the extent to which they attach importance to the possibility of selling their shares on the stock exchange in a timely manner). In particular, METRO's shareholders should read the entire offer document and the entire reasoned statement before making their decision. 

Note: The period for acceptance of the Offer commenced with the publication of the offer document on 19 March 2025 and is expected to end on 16 April 2025.