Publication of inside information pursuant to Article 17 of the Regulation (EU) No. 596/2014

APONTIS PHARMA and Zentiva enter into investment agreement – Zentiva will launch a voluntary public purchase offer

Monheim / Rhein, 16 October 2024. APONTIS PHARMA AG (“APONTIS PHARMA” or the “Company”, Ticker APPH / ISIN DE000A3CMGM5), Zentiva Pharma GmbH and Zentiva AG (the “Bidder”), both part of the Zentiva group (“Zentiva”), today signed an investment agreement with the aim of supporting the future growth of APONTIS PHARMA. The Bidder will launch a voluntary public purchase offer (the “Offer”) for all outstanding shares of APONTIS PHARMA (the “Shares”) at an offer price of EUR 10.00 per Share in cash.

The offer document (“Offer Document”) will be published on the internet at www.zentiva-offer.com. Since APONTIS PHARMA is not listed on the regulated market, the Offer is not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG).

The Offer will be subject to customary conditions, such as the granting of regulatory approvals. It will also include a minimum acceptance threshold of 65% of all Shares. Zentiva has already secured a stake of approximately 37.5% of the Shares by entering into a share sale and purchase agreement with the main shareholder of APONTIS PHARMA.

The Executive Board and the Supervisory Board of APONTIS PHARMA welcome and support the Offer, subject to their review of the Offer Document and in compliance with their fiduciary duties. The members of the Executive Board and Supervisory Board intend to tender all Shares held by them.

In accordance with the investment agreement, APONTIS PHARMA will – subject to all fiduciary duties of the Executive Board – apply for the cancellation of the inclusion of the Shares in over-the-counter (OTC) trading on all stock exchanges on which the Shares are traded.

APONTIS PHARMA AG

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Disclaimer – Legal notice

The information contained in this press release may include certain forward-looking statements that are based on current assumptions and forecasts made by the management of APONTIS PHARMA AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. Such factors include those discussed in APONTIS PHARMA AG's public reports. These reports are available on www.apontis-pharma.de. The Company assumes no obligation to update such forward-looking statements or to adapt them to future events or developments.