EUROBIO SCIENTIFIC: CONCLUSION OF AN AGREEMENT BETWEEN EUROBIO SCIENTIFIC AND A CONSORTIUM LED BY EUROBIO SCIENTIFIC'S TEAM OF ENTREPRENEURS AND MANAGERS, IK PARTNERS AND NEXTSTAGE AM WITH A VIEW TO FILE A VOLUNTARY TENDER OFFER AT A PRICE

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY US PERSON, OR TO ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.

CONCLUSION OF AN AGREEMENT BETWEEN EUROBIO SCIENTIFIC AND A

CONSORTIUM LED BY EUROBIO SCIENTIFIC'S TEAM OF ENTREPRENEURS AND

MANAGERS, IK PARTNERS AND NEXTSTAGE AM WITH A VIEW TO FILE A

VOLUNTARY TENDER OFFER AT A PRICE OF €25.30 PER EUROBIO SCIENTIFIC SHARE

•       The Offer Price represents a premium of 67.5 % over the volume-weighted average share price over 60 trading days¹and of 39 % over the last closing price of Eurobio Scien fic shares prior to the announcement of the Offer

•       The Board of Directors of Eurobio Scien fic:

o         has unanimously approved the principle of the proposed transac on in accordance with the recommenda ons of the ad hoc commi ee, without prejudice to the review of the contractual documenta on and the Offer documenta on to be carried out by the independent expert

o         will meet at a later date to issue a reasoned opinion on the Offer a er consulta on with the Company's social and economic commi ee (“CSE”) and receipt of the independent expert's report 

•      

•       The Offer is expected to be filed at the end of September with the AMF (French financial markets authority) and will be subject to the prior approval of the competent merger control and foreign investment control authori es in France and Italy.

Paris, July 31^st, 2024, 9:00 pm

Eurobio Scien fic (FR0013240934, ALERS), a leading French group in the field of specialty in vitro medical diagnos cs (the "Company"), announces that funds managed by NextStage AM and IK Partners, together with Mr. Denis For er, CEO, and other members of the Company's Board of Directors and senior management², have decided to form a consor um (the "Consor um") in order to launch a voluntary tender offer for all of the outstanding Eurobio Scien fic shares (the "Offer"), which may be followed, if the condi ons are met, by a squeeze-out.

The Company's Board of Directors, which met on July 31^st 2024, approved the principle of the proposed transac on, which would accelerate Eurobio Scien fic's organic and inorganic growth plan. The Offer, which would enable the Company's shareholders to benefit from a significant and immediate liquidity opportunity, will be made at a price of 25.30 euros per Eurobio Scien fic share (the "Offer Price"), which represents a premium of 39 % over its last closing price prior to the announcement of the Offer and of 67.5 % over its volume-weighted average price over 60 trading days.

¹  Volume-weighted average price over 60 trading days until July 30^th, 2024. 

²  Mr. Denis Fortier (CEO), Ms. Cathie Marsais (Deputy CEO), Mr. Olivier Bosc (Deputy CEO), Mr. Jean-Michel Carle-Grandmougin

(Deputy CEO and Director) and Mr. Hervé Duchesne de Lamotte (Director)

                                                                                                                                 Page 1 sur 5

The Board also authorised the conclusion of a coopera on agreement in connec on with the Offer between the Company and EB Development SAS, a company indirectly wholly-owned by funds managed by IK Partners and intended to be jointly owned, directly or indirectly, by the members of the Consor um (the "Bidder"), if the Offer is successful.

An important step in securing the Company's development 

The Company's ambi on is to pursue its development in the fields of infec ous diseases, transplanta on and oncology. The Company realized that the lis ng of its shares did not provide the flexibility theore cally offered by the stock market for its financing, and that it did not have the financial resources to support its development. Furthermore, in an environment that penalises mid caps, the cost and constraints associated with the lis ng seem less and less jus fied. The objec ve of the proposed Offer is to back the Company with a new ins tu onal partner, IK Partners, a leading European private equity firm with the resources and support of a large interna onal organisa on, to meet its needs. The members of the Consor um recognize the Group's posi oning in the field of in vitro diagnos cs and life sciences, and are convinced that going private would provide a be er environment for development. 

The proposed Offer meets all of the Company's strategic objec ves and would enable it to pursue its development plan with a shareholder base that ac vely supports its strategy.

The Board of Directors of Eurobio Scien fic approves the Offer pending the opinion of the CSE and the conclusions of the independent expert.

Following the recommenda on of its ad hoc commi ee composed of Mr. Patrick de Roquemaurel (chairman of the commi ee and independent director), Mr. Michel Picot (independent director) and Mr. Hervé Duchesne de Lamo e, the Board of Directors of the Company, which met on July 31^st, 2024, expressed a posi ve preliminary opinion under the terms of which the directors unanimously and favourably approved the principle of the Offer, it being specified that this opinion will be reviewed in accordance with the detailed study of the terms and condi ons of the dra Offer and the report to be drawn up by the independent expert.

This decision was taken unanimously by the directors, it being specified that, having declared, prior to the Board mee ng, the poten al conflict of interest in which they find themselves as a result of the conclusion of an Investment Agreement with the other members of the Consor um, Ms. Catherine Courboillet, Mr. Denis For er, Mr. Jean-Michel Carle-Grandmougin, Mr. Hervé Duchesne de Lamo e and EurobioNext, represented by Mr. Grégoire Sen lhes, directors who are also members of the Consor um, undertook to vote in accordance with the recommenda on of the ad hoc commi ee in order to avoid any poten al conflict of interest and to ensure that the quorum and majority required for the validity of the decision of the Company's Board of Directors were met.

On the proposal of the ad hoc commi ee, and in accordance with the provisions of Ar cle 261-1 of the General Regula on of the Autorité des marchés financiers (French financial markets authority, or the "AMF"), the Board of Directors has confirmed Ledouble, represented by Olivier Cre é (8, rue Halévy - 75009 Paris +33 (0)1 43 12 57 16 - ocre e@ledouble.fr), as the independent expert responsible for issuing a report on the financial terms of the Offer (including the possible implementa on of a squeeze-out procedure), and the absence of related agreements likely to affect the equal treatment of shareholders. The conclusion of the report will take the form of a fairness opinion.

The Board of Directors has also decided to ini ate today an informa on-consulta on procedure with the CSE. 

A er considering the opinion of the CSE and the report of the independent expert, the Board of Directors of the Company will issue, on the prior recommenda on of its ad hoc commi ee, a reasoned opinion on the Offer and its consequences for the Company, its shareholders and its employees.

The reasoned opinion of the Board of Directors, together with the report of the independent expert, will be appended to the final reply document prepared by the Company and approved by the AMF. 

Coopera on agreement between the Company and EB Development SAS

The coopera on agreement for the Offer between the Company and the Bidder was authorised by the Board of Directors on July 31^st, 2024, in accordance with the procedure for regulated agreements. Mr. Denis For er, Mr. Jean-Michel Carle-Grandmougin, Mr. Hervé Duchesne de Lamo e, Ms. Catherine Courboillet and EurobioNext, represented by Mr. Grégoire Sen lhes, directors and members of the Consor um, did not take part in the decision. 

Under the terms of this agreement, the Company, in par cular:

-    undertook not to tender its treasury shares (i.e., to date, 206,743 shares in the Company) to the Offer; 

-    undertook to refrain from solici ng, ini a ng or encouraging tender offers compe ng with the Offer and, more generally, any alterna ve transac on with any person other than the Bidder; and 

-    and, more generally, entered into reciprocal coopera on undertakings customary in tender offers.

The Company has also undertaken to conduct the Group's ac vi es in the normal course of business between the signing of the coopera on agreement and the end of the Offer period.

Investment Agreement

On July 31^st, 2024, the members of the Consor um entered into an investment agreement in order to set out the main terms and condi ons of the Offer and of the investment by its members for the purposes of the Offer (the "Investment Agreement"). Under the terms of the Investment Agreement, the Bidder and the members of the Consor um declared that they were ac ng in concert within the meaning of ar cle L.  23310 of the French Commercial Code and EurobioNext, a shareholder and director of the Company, has undertaken to contribute to the Bidder all of the shares of the Company that it holds (i.e. 34.04% of the share capital and theore cal vo ng rights of the Company^[1]), by way of a contribu on in kind with effect before the first se lement-delivery of the Offer if the Offer is successful.

Commitments to contribute to the Offer

On June 7^th, 2024, Echiumbio Holding B.V., holding 9.42% of the Company's share capital to date,  commi ed to IK Partners to tender the Company shares it holds to the Offer. In addi on, under the terms of the Investment Agreement, Mr. Denis For er, Mr. Hervé Duchesne de Lamo e and Ms. Cathie Marsais have undertaken to tender the shares of the Company that they hold, which together represent 0.12% of the Company's share capital.

These commitments may be revoked if a compe ng tender offer has been declared compliant by the AMF and opened at a price higher than the Offer Price, and if the Bidder does not file a compe ng improved tender offer.

Condi ons precedent and metable for the Offer

It is expected that the dra Offer document and dra reply document will be filed at the end of September by the Bidder and the Company respec vely, so that the Offer can be submi ed to the AMF in October 2024.

In accordance with applicable regula ons, the filing of the Offer is subject to the appointment of an investment services provider, approved to carry out underwri ng ac vi es and guaranteeing the content and

irrevocable nature of the commitments made by the Bidder, and to the issue by the AMF of an opinion of conformity of the Offer.

The Offer is subject to the condi on precedent of the authoriza on from the European Commission under merger control regula ons, it being specified that the Bidder reserves the right to waive this condi on, and the opening of the Offer is subject to the prior authoriza on from the competent foreign investments control authori es in France and Italy. 

Subject to the issue by the AMF of its opinion on the conformity of the Offer, the Offer will be opened in the days following the Bidder's obtaining the necessary authoriza ons for the control of foreign investments in France.

In addi on to the mandatory expiry threshold provided for in Ar cle 231-9, I, 1° of the AMF's General Regula on, the Offer will be subject to a waiver threshold pursuant to Ar cle 231-9, II of the AMF's General Regula on, allowing the Bidder to withdraw the Offer if less than 66.66% of the Company's shares and theore cal vo ng rights are tendered at the end of the Offer.

Pre-offer period

This press release opens a pre-offer period within the meaning of the AMF General Regula on.

Disclaimer:

This press release has been prepared for informa on purposes only. It does not cons tute a public offering. The distribu on of this press release may be subject to specific regula ons or restric ons in certain countries. This press release is not intended for persons subject to such restric ons, either directly or indirectly. This press release is not for release, publica on or distribu on, directly or indirectly, in the United States of America or in any other jurisdic on in which such release, publica on or distribu on is unlawful or subject to any specific procedures or requirements. Accordingly, persons in possession of this press release are required to inform themselves about and to observe any local restric ons that may apply. Failure to comply with legal restric ons may cons tute a viola on of applicable securi es laws and regula ons in any of these countries. Eurobio Scien fic S.A. and the members of the Consor um accept no liability for any breach by any person of such restric ons.

About Eurobio Scientific

Eurobio Scientific is a key player in the field of specialty in vitro diagnostics. It is involved from research to manufacturing and commercialization of diagnostic tests in the fields of transplantation, immunology and infectious diseases, and sells instruments and products for research laboratories, including biotechnology and pharmaceutical companies. Through many partnerships and a strong presence in hospitals, Eurobio Scientific has established its own distribution network and a portfolio of proprietary products in the molecular biology field. The Group has approximately 290 employees and four production units based in the Paris region, in Germany, in the Netherlands and in the United States, and several affiliates based in Dorking UK, Sissach Switzerland, Bünde Germany, Antwerp Belgium, Utrecht in The Netherlands and Milan in Italy.

Eurobio Scientific's reference shareholder is the EurobioNext holding company which brings together its two directors, Jean-Michel Carle and Denis Fortier, alongside the "Pépites et Territoires" by AXA & NextStage AM investment program, managed by NextStage AM.  For more information, please visit: www.eurobio-scientific.com

The company is publicly listed on the Euronext Growth market in Paris

Euronext Growth BPI Innovation, PEA-PME 150 and Next Biotech indices, Euronext European Rising Tech label. Symbol: ALERS - ISIN Code: FR0013240934 - Reuters: ALERS.PA - Bloomberg: ALERS:FP 

Contacts

About IK Partners

IK Partners (“IK”) is a European private equity firm focused on investments in the Benelux, DACH, France, Nordics and the UK. Since 1989, IK has raised more than €17 billion of capital and invested in over 190 European companies. IK supports companies with strong underlying potential, partnering with management teams and investors to create robust, well-positioned businesses with excellent long-term prospects. For more information, visit www.ikpartners.com

About Nextstage AM

NextStage AM is an independent management company based in Paris, approved by the AMF, that has cultivated since its creation in 2002 an "entrepreneur-investor" philosophy, and is one of the pioneers and leaders of innovative and patient growth capital in France. NextStage AM has developed, step by step, a multi-strategy Private Equity platform that represents in terms of assets, directly and indirectly, €8 billion of AUM at the end of June 2024. NextStage AM invests in a limited number of SMEs and ETIs (81 portfolio companies as of 30/06/2024), French and European, innovative and growing, to which it provides entrepreneurial expertise as an investor, and strong operational support throughout their transformation. NextStage AM provides long-term support to these SMEs and ETIs involved in smart health, environmental innovation, and digital transformation. NextStage AM gives them the means to accelerate their development and their innovative capacity to become “Champions” on their markets, both in France and internationally, through organic and/or external growth. 

https://www.nextstage-am.com