Blitz17-623 AG
Takeover Offer; <DE0005227201,DE0005227235>
Target company: Biotest AG; Bidder: Blitz17-623 AG
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to Sec. 10 paras. 1
and 3 in conjunction with Secs. 29 and 34 German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)
Bidder:
Blitz 17-623 AG
Theresienhöhe 30
80339 Munich
Germany
registered with the commercial register of the local court of Munich under
HRB 231735
(whose change of name has been resolved upon as follows: Tiancheng
(Germany) Pharmaceutical Holdings AG with new business address at c/o
KIRKLAND & ELLIS INTERNATIONAL LLP, Maximilianstrasse 11, 80539 Munich,
Germany)
Target:
Biotest AG
Landsteinerstraße 5, 63303 Dreieich
registered with the commercial register of the local court of Offenbach am
Main under HRB 42396
Ordinary Shares WKN 522720 / ISIN DE0005227201; Preference Shares WKN
522723 / ISIN DE0005227235
On 7 April 2017, Blitz 17-623 AG (the ‘Bidder’) has decided to announce a
voluntary public takeover offer to all shareholders of Biotest AG (the
‘Company’) for the acquisition of all ordinary shares (the ‘Ordinary
Shares’) (WKN 522720 / ISIN DE0005227201) and all preference shares (the
‘Preference Shares’) (WKN 522723 / ISIN DE0005227235) in the Company, each
share with a pro rata share in the Company’s share capital of EUR 1.00 per
share against payment of a cash consideration of EUR 28.50 per Ordinary
Share and EUR 19.00 per Preference Share.
The Bidder is a holding company, indirectly controlled by Creat Group
Corporation, a leading Chinese investment group. All shares in the Bidder
are held by Tiancheng International Investment Limited, Hong Kong.
The offer document (in German and a non-binding English translation)
containing the detailed terms and conditions of, and other information
relating to, the Takeover Offer will be published on the internet at
http://www.tiancheng-germany-pharmaceutical-angebot.de.
The Takeover Offer will be, inter alia, subject to antitrust clearances and
a minimum acceptance threshold of 75% regarding the Ordinary Shares. Apart
from this, the offer will be made on and subject to the terms and
conditions to be set out in the offer document. The Bidder has entered
today into an investment agreement with the Company which outlines the
principal terms and conditions of the Takeover Offer as well as the mutual
intentions and understandings with regard thereto. In addition, the Bidder
has entered today into an irrevocable undertaking with the majority
shareholder OGEL GmbH, pursuant to which OGEL GmbH undertakes to accept the
Takeover Offer and tenders all of its Ordinary Shares into the Takeover
Offer.
Important Notice
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of the Company. The definite terms and conditions of
the Takeover Offer, as well as further provisions concerning the Takeover
Offer, will be published in the offer document only after the German
Federal Financial Supervisory Authority (BaFin) has granted permission to
publish the offer document. Investors and holders of shares in the Company
are strongly advised to read the offer document and all other relevant
documents regarding the Takeover Offer when they become available, since
they will contain important information.
The Takeover Offer will be issued exclusively under the laws of the Federal
Republic of Germany. Any contract that is concluded on the basis of the
Offer will be exclusively governed by the laws of the Federal Republic of
Germany and is to be interpreted in accordance with such laws.
Munich, 7 April 2017
Blitz 17-623 AG (whose change of name has been resolved upon as follows:
Tiancheng (Germany) Pharmaceutical Holdings AG)
End of WpÜG announcement
The 07.04.2017 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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