Sartorius AG

euro adhoc: Sartorius AG
Mergers - Acquisitions - Takeovers
Completion of the Sale and Purchase Agreement with the founders of Stedim

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In consummation of the Sale and Purchase Agreement notified on 22 February 2007, Sartorius AG has this morning acquired the shares held by the founders of French Stedim S.A. for 43 Euro per share. As a result of such acquisition, Sartorius already  now holds 49.64% of the shares and 66.04% of the voting rights in Stedim.

Subsequent to the completion of the sale, Stedim will hold an extraordinary shareholders´ meeting this afternoon in Paris. Sartorius expects that the Stedim-shareholders will consent to the contribution of the biotechnology division of Sartorius into Stedim and the related capital increase with the required voting rights majority of two thirds. Furthermore, the shareholders´ meeting will resolve on renaming Stedim into Sartorius Stedim Biotech and the election of seven members of the company´s Board.

Subsequent to the closure of the shareholders´ meeting, Sartorius AG will file the offer document for a mandatory tender offer to all outside Sartorius Stedim Biotech-shareholders with the French exchange supervisory authority Autorité des Marchés Financiers (AMF). Sartorius will offer a price of 43 Euro therein. As Sartorius intends that a large number of shareholders remain invested in Sartorius Stedim Biotech, it will offer a limited guarantee against a potential reduction in the stock exchange price to those shareholders who do not tender their shares. Such guarantee provides for a compensation payment in the amount of the positive difference between the offer price compounded to 47,50 Euro and the weighted average trading price of the last 30 trading days of the Sartorius Stedim Biotech share. It is limited to a maximum amount of 20 Euro per share. The mandatory tender offer commences within three trading days following the final approval by the AMF and will be open for ten trading days. Subsequent to the implementation of the offer and dependent on the acceptance ratio, Sartorius will hold approx. 70 - 91% of the shares in Sartorius Stedim Biotech. It has been agreed with the Stedim founders that they will be invested in the capital of the new company with approx. 9%.

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. (in the future Sartorius Stedim Biotech S.A.) The tender offer to acquire the shares in Sartorius Stedim S.A. described in this announcement has not started yet. An offer to buy 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
Im Internet recherchierbar:

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:  Börse Frankfurt / official dealing/prime standard
              Börse Berlin / free trade
              Börse Hamburg / free trade
              Börse Stuttgart / free trade
              Börse Düsseldorf / free trade
              Börse München / free trade
              Börse Hannover / official dealing

Weitere Meldungen: Sartorius AG

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