EQS-Adhoc: PharmaSGP Holding SE: Conclusion of a delisting agreement and announcement of a delisting tender offer by FUTRUE GmbH

Publication of inside information pursuant to Art. 17 para. 1 of
Regulation (EU) 596/2014

 

Ad-hoc Notification

PharmaSGP Holding SE: Conclusion of a delisting agreement and announcement of a delisting tender offer by FUTRUE GmbH

Gräfelfing, June 10, 2025. Today, PharmaSGP Holding SE (ISIN DE000A2P4LJ5 / WKN A2P4LJ) (“PharmaSGP”) entered into a delisting agreement (the “Delisting Agreement”) with its majority shareholder, FUTRUE GmbH (the “Bidder”). Pursuant to the Delisting Agreement, the Bidder undertook to make an unconditional public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of PharmaSGP to acquire all shares in PharmaSGP not already held by the Bidder for a cash consideration of EUR 28.00 per PharmaSGP Share (the “Delisting Offer”). The offer price for the Delisting Offer will thus exceed the volume-weighted average share price of the PharmaSGP Shares during the last six months prior to today.

Under the Delisting Agreement, PharmaSGP agreed, amongst others, subject to customary conditions, to support a delisting of PharmaSGP by applying for the revocation of the admission to trading of all PharmaSGP Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer. PharmaSGP further undertook in the delisting agreement not to tender the PharmaSGP Shares held by PharmaSGP as treasury shares, corresponding to approximately 4.06% of PharmaSGP’s share capital, into the Delisting Offer.

The Bidder already holds a participation of approximately 82.09% in PharmaSGP’s share capital. Together with voting rights pertaining to further PharmaSGP Shares held by MVH Beteiligungs- und Beratungs-GmbH (“MVH”) which are attributed to the Bidder as a result of a voting agreement with MVH, the Bidder currently controls the voting of PharmaSGP Shares in the amount of approximately 89.93% of PharmaSGP’s share capital. This corresponds to approximately 93.74% of the share capital and voting rights after deduction of PharmaSGP Shares held by PharmaSGP as treasury shares.

As a consequence of PharmaSGP’s ownership structure and the limited free float of the PharmaSGP Shares, PharmaSGP believes that equity financing through public capital markets is neither economically viable nor practically achievable. This is also reflected in the decline of the analyst coverage of the PharmaSGP Shares. The listing therefore no longer provides meaningful benefits to PharmaSGP but remains a regulatory burden that entails substantial administrative costs. A delisting of PharmaSGP will significantly reduce the regulatory burden and administration costs due to less stringent legal requirements applying to non-listed companies. Against this background, the management board and the supervisory board of PharmaSGP believe that it is in the best interest of PharmaSGP to pursue the termination of the listing of its shares based on the Delisting Offer as agreed in the Delisting Agreement.

To offer to shareholders of PharmaSGP the aforementioned offer price of EUR 28.00 per PharmaSGP Share without any deduction for dividends received prior to the settlement of the Delisting Offer, the Bidder has informed PharmaSGP that it intends to only resolve a minimum dividend of EUR 0.05 per PharmaSGP Share in the upcoming annual general meeting of PharmaSGP.

In connection with the Delisting Agreement, the Bidder has also communicated to PharmaSGP its firm intention to perform a squeeze-out of the minority shareholders of PharmaSGP in the meaning of Section 327a of the German Stock Corporation Act (Aktiengesetz) (as the case may be, in conjunction with Section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz)) following the settlement of the Delisting Offer and subsequently to enter into a profit and loss transfer agreement (Gewinnabführungsvertrag) in the meaning of Section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) with PharmaSGP as subordinated enterprise, in each case in coordination with MVH. It is currently intended that an extraordinary general meeting of PharmaSGP to be held later in 2025 resolves on such squeeze-out.

The management board and the supervisory board of PharmaSGP will carefully review the offer document for the Delisting Offer after its publication by the Bidder and issue a reasoned statement in accordance with Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).
 

Contact

PharmaSGP Holding SE
Jakob Hafer (cometis AG)
Lochhamer Schlag 1
82166 Gräfelfing
Germany
Phone: +49 611 205855-28
E-Mail: ir@pharmasgp.com
 

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in PharmaSGP Holding SE. The Delisting Offer itself as well as its definite terms and further provisions concerning the Delisting Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) to publish the offer document. The Bidder reserves the right to deviate from the key data presented here in the final terms of the Delisting Offer to the extent legally permissible. Investors and holders of shares in PharmaSGP Holding SE are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer when they become available, as they will contain important information.

The Delisting Offer will be published exclusively pursuant to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws. Investors and holders of shares in PharmaSGP Holding SE cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no offer will be made, directly or indirectly, in any jurisdiction in which such offer would constitute a violation of the relevant national law.

To the extent permissible under applicable law, the Bidder reserves the right, to purchase additional shares in PharmaSGP Holding SE, directly or indirectly, outside of the Delisting Offer, on or outside the stock exchange. Any such purchases or arrangements will be made in compliance with applicable law. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in PharmaSGP Holding SE will be published without undue delay, if and to the extent required under the applicable statutory provisions.

To the extent that this announcement contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.