029 Group SE

M&A Activity • Apr 7, 2017

News Details

Takeover Bids | 7 April 2017 12:40

Takeover Offer;

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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