Zentiva announces voluntary public purchase offer for APONTIS PHARMA – Investment Agreement signed

Zentiva announces voluntary public purchase offer for APONTIS PHARMA – Investment Agreement signed

• Zentiva and APONTIS PHARMA signed Investment Agreement 
• Zentiva will launch voluntary public purchase offer
• APONTIS PHARMA shareholders will be offered a cash consideration of EUR 10.00 for each outstanding share of APONTIS PHARMA, crystallizing value with a 52.9% premium over the closing share price on 15 October 2024
• Zentiva has secured a stake of approx. 37.5% of APONTIS PHARMA shares through entering into a share sale and purchase agreement with the main shareholder Paragon

Frankfurt am Main, 16 October 2024 – Zentiva has today signed an investment agreement (“Investment Agreement”) with APONTIS PHARMA AG (“APONTIS PHARMA”) which sets out mutual objectives regarding future collaboration. Zentiva is a European producer of high-quality affordable medicines based in Prague, Czech Republic.   

Based on the Investment Agreement, Zentiva AG, a wholly-owned subsidiary of Zentiva Pharma GmbH, headquartered in Frankfurt am Main, Germany, and part of Zentiva group (“Zentiva”), will launch a voluntary public purchase offer (the “Offer”). Zentiva will offer APONTIS PHARMA shareholders a price of EUR 10.00 for each outstanding share of APONTIS PHARMA in cash. The consideration represents a premium of 52.9% over the closing share price on 15 October 2024, and a premium of 38.3% based on the weighted average price of the APONTIS PHARMA share over the three months ending 15 October 2024. This is well above comparable transactions in Germany over the past 3 years, whose average premium is 31.4%[1]. The Offer values APONTIS PHARMA at EUR 85m for 100% of share capital.

Zentiva is the ideal long-term owner to support APONTIS PHARMA’s vision of establishing the Single Pill therapy concept as gold standard in the care of cardiovascular patients. The acquisition is a perfect strategic fit, enabling APONTIS PHARMA to deliver on its key value drivers by improving market access across Europe, enabling increased investment in its product pipeline, and expanding the number of product launches. APONTIS PHARMA will become a part of Zentiva’s purpose to provide health and wellbeing for all generations by ensuring the supply of high-quality and affordable medicines to people who depend on them every day.

Transaction details

The Investment Agreement sets forth the principal terms and conditions of the transaction as well as the mutual intentions and understandings of Zentiva and APONTIS PHARMA with regard thereto, the future organizational and corporate governance structure of APONTIS PHARMA and the business strategy to be pursued by the strategic partnership.

Both the Management Board and Supervisory Board of APONTIS PHARMA welcome and support the Offer and intend to, subject to reviewing the Offer Document, recommend all APONTIS PHARMA shareholders to accept the Offer. They have also confirmed that they will tender any APONTIS PHARMA shares held by them into the Offer.

Paragon, the main shareholder of APONTIS PHARMA, has entered into a share sale and purchase agreement (“SPA”) with respect to its stake of approx. 37.5% of APONTIS PHARMA shares at a cash consideration in the amount of EUR 9.00 per share, emphasizing the attractiveness of the offer price.

The settlement of the Offer will be subject to customary offer conditions, including regulatory clearances. It also includes a minimum acceptance threshold of 65% of APONTIS PHARMA shares. The transaction is expected to close at the end of Q4 2024 or in Q1 2025.

Zentiva and APONTIS PHARMA have agreed in the Investment Agreement that APONTIS PHARMA's Management Board will, to the extent permitted by law and subject to its fiduciary duties, terminate the inclusion of the APONTIS PHARMA shares in the trading on the open market (Freiverkehr) immediately following the settlement of the Offer. A separate delisting offer will not be required.

Given APONTIS PHARMA is not listed in the regulated market, the Offer is not governed by the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)).

The Offer will be made on and subject to the terms and conditions set out in the offer document (the “Offer Document”). The Offer Document and further information on the Offer will be published online at www.zentiva-offer.com. The Offer Document is expected to be published by 27 October 2024. The acceptance period for shareholders in APONTIS PHARMA to tender their shares into the Offer will start upon publication of the Offer Document and last for a period of four weeks.

Strong Strategic Partnership

Steffen Saltofte, CEO of Zentiva, said: “We are delighted that the Executive Board and the Supervisory Board of APONTIS PHARMA welcome the Offer as a long-term solution for the company. We firmly believe that under a unified ownership structure, APONTIS PHARMA will be able to provide high-quality and affordable products to even more customers across Europe, while this partnership is an important step towards achieving Zentiva’s long-term strategy and goals.”

Bruno Wohlschlegel, CEO of APONTIS PHARMA, said: “In the past few months, we have fundamentally reorganized the company, changed structures, implemented cost-cutting measures and strategically realigned our market access. We have received the best possible support from our experienced Supervisory Board under the leadership of Matthias Wiedenfels. APONTIS PHARMA is now in a significantly better position and we are seeing the first successes of these efforts. The Offer now on the table is proof of the positive development and market relevance of the Single Pill concept. We welcome Zentiva's interest and support the Offer. We see the merger as an opportunity to enable more patients to benefit from better treatment in a shorter time.”

Dr. Matthias Wiedenfels, Chairperson of APONTIS PHARMA’s Supervisory Board, said: “Bruno Wohlschlegel and his Executive Board team have developed APONTIS PHARMA into a profitable company with great growth potential. We are pleased that the value increases that have been achieved since Bruno Wohlschlegel took office are clearly reflected in Zentiva's intention to acquire the company.”

Under Zentiva’s ownership, APONTIS PHARMA will be established as a stand-alone business unit, serving as its branded medicine (Rx) business in Germany. The partnership will strengthen APONTIS PHARMA’s pipeline with additional single-pills and value-added medicines, unlocking additional value pool in cardiology, and enabling APONTIS PHARMA to market its products across Europe.

Zentiva recognises APONTIS PHARMA’s workforce as a pillar for the continued success of APONTIS PHARMA, and is willing to support the Management Board in maintaining and developing an attractive and competitive framework to retain an excellent global employee base, including at APONTIS PHARMA’s headquarters at Monheim am Rhein.

Zentiva is a leading pan-European pharmaceutical company backed by Advent, a global investor with over 25 years’ experience in the healthcare sector. Zentiva develops, manufactures and provides high-quality and affordable medicines to more than 100 million people in Europe, with a team of more than 5,000 engaged people and a 500-year history. Zentiva outgrew the market by 11 percentage points over 2020-23 in gross sales, driven by volume growth and a robust new launch pipeline. Zentiva captured 11% of the loss of exclusivity (LoE) market share in 2023, compared with 7% by the wider market.

Zentiva is advised by Freshfields as legal counsel.

Media contacts for Zentiva

Ines Windisch 
Head of Communications, Corporate Affairs & Sustainability
ines.windisch@zentiva.com

Isabel Henninger
Kekst CNC
+49 174 940 9955
isabel.henninger@kekstcnc.com 

About Zentiva

Zentiva is a Pan-European Platform developing, manufacturing and providing high-quality and affordable medicines to more than 100 million people in Europe. Zentiva has 4 wholly owned manufacturing sites and a broad network of external manufacturing partners to ensure supply security. We offer solutions in key therapeutical areas like Cardiology & Circulation, Diabetes, Oncology, Respiratory, CNS and focus on expanding our portfolio in self-care. The company is Private Equity owned, delivering sustainable double-digit growth, with an ambitious 5-year plan for further strong (organic and inorganic) growth across Europe.

We are a team of almost 5,000 unique talents bonded together by our purpose to provide health and wellbeing for all generations. We want Zentiva to be a great place to work, where everyone feels welcomed and appreciated and can be their true selves contributing to the best of their ability.

For additional information about Zentiva, please visit www.zentiva.com or www.zentiva.de.

About APONTIS PHARMA

APONTIS PHARMA AG is a leading pharmaceutical company specializing in Single Pill combinations in Germany. Single Pills combine two to three generic active ingredients in a single dosage form administered once a day. Single Pill therapies have been scientifically proven to significantly increase adherence and thus improve the treatment prognosis and quality of life of patients while reducing complications, mortality, and treatment costs. Consequently, Single Pill combinations are the preferred treatment option in numerous international treatment guidelines, including in the EU and Germany. APONTIS PHARMA has been developing, promoting, and distributing a broad portfolio of Single Pill combinations and other pharmaceutical products since 2013, with a special focus on cardiovascular diseases such as hypertension, hyperlipidemia, and secondary prevention. For additional information about APONTIS PHARMA, please visit www.apontis-pharma.de.

Important notice

This publication is neither an offer to purchase nor a solicitation of an offer to sell shares in APONTIS PHARMA or any other securities. The Offer itself as well as its definite terms and conditions and further provisions concerning the Offer will be published in the Offer Document. Investors and shareholders of APONTIS PHARMA are strongly advised to thoroughly read the Offer Document and all other relevant documents regarding the Offer when they become available, as they will contain important information.

This publication may contain statements about Zentiva, and/or APONTIS PHARMA and/or either of its affiliates that are or may be "forward-looking statements", i.e., statements about processes that take place in the future, not in the past. Forward-looking statements include, without limitation, statements that typically contain words such as "seek", "estimate", "intend", "plan", "believe", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. By their nature, forward-looking statements are based on current expectations, assumptions, estimates and projections and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and many of which are outside the control of Zentiva, APONTIS PHARMA and/or any of its affiliates. Zentiva and APONTIS PHARMA caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance. Any forward-looking statement speaks only as at the date of this announcement. Except as required by applicable law, Zentiva does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Since the APONTIS PHARMA shares are not admitted to trading on an organized market within the meaning of Section 1 (1) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the Offer will not be subject to the WpÜG. The Offer will not be subject to review or registration proceedings of any securities regulator neither in nor outside the Federal Republic of Germany, and has not been approved or recommended by any such securities regulator including the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

The Offer will be implemented solely in accordance with German Law and certain applicable securities law provisions of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

^[1] Source: S&P Global, German M&A Deal Premiums: deal premium 1 day before announcement 31.4% on average over the past 3 years; sample: 31 PTOs in Germany with a transaction value >USD30M