EQS-WpÜG: Tender Offer / Target company: Pharma SGP Holding SE; Bidder: Futrue GmbH

BIDDER SECTION 10 WPÜG ANNOUNCEMENT

– Convenience Translation –

(Only the German version is legally binding)

 

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR TRANSMISSION WOULD BE VIOLATING THE RELEVANT LEGAL PROVISIONS OF SUCH COUNTRY.

Publication of the decision to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) pursuant to Section 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) in conjunction with Section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz – BörsG)

 

Bidder:

FUTRUE GmbH
Am Haag 14
82166 Gräfelfing
Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 173092

Target:

PharmaSGP Holding SE
Lochhamer Schlag 1
82166 Gräfelfing
Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 255684

ISIN: DE000A2P4LJ5
WKN: A2P4LJ

Today, FUTRUE GmbH (the “Bidder”) decided to make a public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of PharmaSGP Holding SE (“PharmaSGP”) for the acquisition of all no-par value bearer shares (auf den Inhaber lautende Stückaktien) in PharmaSGP (ISIN DE000A2P4LJ5), each share representing a proportionate amount of EUR 1.00 of the share capital of PharmaSGP (each a “PharmaSGP Share”), which are not directly held by the Bidder, against payment of 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. The Delisting Offer will not be subject to any closing conditions.

Furthermore, PharmaSGP and the Bidder today entered into a delisting agreement pursuant to which 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.

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

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 aggregate 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.

The Bidder hereby announces 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 cooperation 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 offer document for the Delisting Offer (in German, along with a non-binding English translation) containing the detailed terms of the Delisting Offer, as well as further information relating thereto, will be published by the Bidder following clearance by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) at www.futrue-offer.com.

The Delisting Offer will be made subject to the terms set out in the offer document for the Delisting Offer. However, the Bidder reserves the right, to the extent permissible by law, to deviate in the offer document from the above-described parameters.

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.

 

Gräfelfing, June 10, 2025

FUTRUE GmbH