DGAP-Adhoc: Biotest AG: Tiancheng intends to enter into a domination and profit and loss transfer agreement with Biotest AG
08.02.2018 (www.4investors.de) -
DGAP-Ad-hoc: 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.
Announcement according to Article 17 European Market Abuse Regulation (MAR)
Tiancheng intends to enter into a domination and profit and loss transfer agreement with Biotest AGDreieich, 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.
Board of Management
This document contains forward-looking statements on overall economic development as well as on the business, earnings, financial and assets position of Biotest AG and its subsidiaries. These statements are based on current plans, estimates, forecasts and expectations of the company and are thus subject to risks and elements of uncertainty that could result in significant deviation of actual developments from expected developments. The forward-looking statements are only valid at the time of publication. Biotest does not intend to update the forward-looking statements and assumes no obligation to do so.
Biotest is a provider of plasma proteins and biological drugs. With a value added chain that extends from pre-clinical and clinical development to worldwide sales, Biotest has specialised primarily in the areas of clinical immunology, haematology and intensive medicine. Biotest develops and markets immunoglobulins, coagulation factors and albumins based on human blood plasma. These are used for diseases of the immune and haematopoietic systems. In addition, Biotest develops monoclonal antibodies in the indications of cancer of plasma cells and systemic lupus erythematosus which are produced by recombinant technologies. Biotest has more than 2,500 employees worldwide. The preference shares of Biotest AG are listed in the SDAX on the Frankfurt stock exchange.
Dr. Monika Buttkereit
Biotest AG, Landsteinerstr. 5, 63303 Dreieich, Germany, www.biotest.com
Ordinary shares: securities' ID No. 522720; ISIN DE0005227201
Preference shares: securities' ID No. 522723; ISIN DE0005227235
Listing: Frankfurt (Prime Standard)
Open Market: Berlin, Düsseldorf, Hamburg/ Hanover, Munich, Stuttgart, Tradegate
Dr. Michael Ramroth
Chief Financial Officer
Tel. +40 6103 801 338
Fax: +49 6103 801 347
08-Feb-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
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Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
End of Announcement
DGAP News Service
652879 08-Feb-2018 CET/CEST
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