Biotest AG / Key word(s): Takeover
Biotest AG: Tiancheng intends to enter into a domination and profit and loss transfer agreement with Biotest AG
08-Feb-2018 / 18:58 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Tiancheng intends to enter into a domination and profit and loss transfer agreement with Biotest AG
Dreieich, 8 February 2018. Today, Tiancheng (Germany) Pharmaceutical Holdings AG, a holding company which is indirectly controlled by Creat Group Co., Ltd., informed the Company that it intends to enter into a domination and profit and loss transfer agreement pursuant to Section 291 para. 1 of the German Stock Corporations Act between Biotest AG as dominated and profit transferring company and the bidder as dominating company, which is authorized to receive the profit transfer, and to vote in favour of such domination and profit and loss transfer agreement in a general meeting of Biotest AG. Tiancheng has asked to enter into negotiations.
Biotest AG expects that the cash compensation and guaranteed dividend for minority shareholders of Biotest AG will be determined in accordance with the statutory requirements and on the basis of a pending evaluation of the Company. In order to become effective, the intended domination and profit and loss transfer agreement requires the approval of the general shareholders’ meeting of Biotest AG.
Tiancheng published on 18 May 2017 the offer document for its voluntary public takeover offer to the shareholders of Biotest AG for the acquisition of all ordinary non-par value ordinary bearer shares (ordinary shares) (ISIN DE0005227201) and all non-par value preferred bearer shares (preference shares) (ISIN DE0005227235) in Biotest against payment of a cash consideration. The acceptance period for the takeover offer ended on 15 June 2017 and the additional acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG ended on 4 July 2017. Following the fulfilment of all conditions of the takeover offer, the purchase agreements regarding the Biotest shares which were tendered into the takeover offer during the acceptance period and the additional acceptance period were settled on 31 January 2018.
Biotest AG, Landsteinerstr. 5, 63303 Dreieich, Germany, www.biotest.com
Ordinary shares: securities’ ID No. 522720; ISIN DE0005227201
08-Feb-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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