Sartorius AG

euro adhoc: Sartorius AG
Mergers - Acquisitions - Takeovers
Sartorius AG combines biotechnology division with Stedim S.A. and becomes majority shareholder of the combined business

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Sartorius AG, Göttingen, Germany, has entered into a binding agreement with Stedim S.A., Aubagne, France, and its founders. According to this agreement, Sartorius acquires the Stedim shares held by the founders at a price of 43.00 euros per share, hereby becoming the majority shareholder of Stedim. The agreed transaction as a whole further contains the launching of a tender offer by Sartorius to the Stedim shareholders as well as the contribution of the carved-out Sartorius biotechnology division into Stedim against issuance of new Stedim shares, each step occurring on the same day as the acquisition of the Stedim shares. The valuation of Stedim underlying the contribution and the contemplated offer price will also be 43.00 euros per Stedim share. The founders will remain invested in the combined company with a substantial shareholding. Upon completion of the transaction, Sartorius will hold the majority of share capital and voting rights of the combined company and will fully consolidate this subgroup in its own financial statements. The combined company will be called Sartorius Stedim Biotech S.A. and will be listed on the Eurolist of Euronext Paris.

To maintain substantial free float, Sartorius will offer to those Stedim shareholders not tendering their shares into the offer and remaining invested a limited protection against a potential decrease of the share price below the capitalized offer price. This way, Stedim shareholders will be further incentivised not to tender their shares into the tender offer, but to participate in the development of the combined company, instead.

The transaction, which is expected to be completed in summer 2007, is subject to approval by the relevant antitrust authorities, the General Meeting of Stedim’s shareholders and further conditions (including requirements and authorizations under capital markets law). The board of Sartorius Stedim Biotech S.A. will be composed of four Sartorius and three Stedim-representatives, inter alia, Professor Dr. Arnold Picot, Chairman of the Supervisory Board of Sartorius AG, and Bernard Lemaître, founder and current Chairman of Stedim S.A.. Dr. Joachim Kreuzburg, CEO and Executive Board Chairman of Sartorius AG, will be CEO and Chairman.

Stedim supplies the biopharmaceutical industry, has an attractive market share in the market of disposable bag systems for pharmaceutical applications and has further product segments with significant growth potential. By this business combination with Stedim, Sartorius is strengthening its high-growth biotechnology activities, especially in the USA, the key global pharmaceutical market. In 2006, Stedim earned EUR 91.4 million, of which 44 percent were generated in the USA. Stedim employs approx. 540 employees at its locations in France, USA and Tunisia.

On a pro forma basis, Sartorius Stedim Biotech S.A. is expected to generate 400 - 420 million euros in sales revenues and to achieve an operating EBITA margin of approx. 14 percent in 2007. The transaction and integration costs are estimated at approx. 5 - 10 million euros for 2007. Compound annual growth rate (CAGR) for the period of 2007 to 2011 is projected at 14 - 15 percent. In 2011, the EBITA margin is anticipated to further increase. Sartorius, due to the envisaged transaction, has adjusted its forecast for 2007 and its five-year plan upward. For 2007, pro forma sales revenues for the Sartorius Group are expected to increase to 660 - 680 million euros, the operating EBITA margin (excluding the above mentioned transaction and integration costs) is anticipated to rise to approx. 12 percent. CAGR for the period of 2007 to 2011 is forecasted to be at 11 - 12 percent. The EBITA margin should further increase until 2011.

This announcement is made for information purposes, only. It does not constitute an offer to purchase nor an invitation to make an offer to sell shares in Stedim S.A. The tender offer to acquire the shares in Stedim described in this announcement has not started yet. An offer to buy or an invitation to make an offer to sell will exclusively be based on a draft tender offer and the related documentation to be filed with the Autorité des Marchés Financiers (AMF).

This announcement contains forward-looking statements. All statements contained in this announcement that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections of Sartorius AG’s management and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict and are based upon assumptions as to future events that may not prove to be accurate.

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ots Originaltext: Sartorius AG
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Further inquiry note:
Andreas Wiederhold
Treasury & Investor Relations
Telefon: +49 (0)551 308-1668

Branche: Biotechnology
ISIN:      DE0007165607
WKN:        716560
Index:    CDAX, Prime All Share, Technologie All Share
Börsen:  Frankfurter Wertpapierbörse / official dealing/prime standard
              Börse Berlin-Bremen / free trade
              Hamburger Wertpapierbörse / free trade
              Baden-Württembergische Wertpapierbörse / free trade
              Börse Düsseldorf / free trade
              Bayerische Börse / free trade
              Niedersächsische Börse zu Hannover / official dealing

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