Vita 34 AG: Vita 34 AG and Warsaw-listed Polski Bank Komórek Macierzystych S.A. sign business combination agreement for potential combination via a share exchange

Vita 34 AG / Key word(s): Mergers & Acquisitions/Capital Increase
Vita 34 AG: Vita 34 AG and Warsaw-listed Polski Bank Komórek Macierzystych S.A. sign business combination agreement for potential combination via a share exchange

31-May-2021 / 10:00 CET/CEST
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Vita 34 AG: Vita 34 AG and Warsaw-listed Polski Bank Komórek Macierzystych S.A. sign business combination agreement for potential combination via a share exchange

Leipzig, 31 May 2021 - Today, the Management Board of Vita 34 AG ("Vita 34"), with approval of the Supervisory Board, signed a business combination agreement ("BCA") with Polski Bank Komórek Macierzystych S.A., Warsaw ("PBKM") governing the terms and conditions of a business combination of the two companies.

Under the BCA, Vita 34 agreed to offer to the shareholders of PBKM to exchange all shares of PBKM for shares in Vita 34 by way of a contribution in kind (the "Proposed Transaction"). The shareholders of PBKM will be offered to receive 1.3 new Vita 34 shares in exchange for one (1) share of PBKM. For purposes of calculating the exchange ratio, Vita 34 was valued at EUR 17.29 per share, while PBKM was valued at EUR 22.48 (PLN 102.60) per share. The Proposed Transaction shall be carried out via the execution of contribution agreements between Vita 34 and certain PBKM shareholders (the "Directly Contributing Shareholders") as well as a voluntary public exchange offer by Vita 34 addressed to all other PBKM shareholders ("Exchange Offer"). The Management Board of PBKM intends to support the Proposed Transaction and recommend to the PBKM shareholders to accept the Exchange Offer.

The Directly Contributing Shareholders, which include in particular PBKM's majority shareholder, AOC Health GmbH, as well as Jakub Baran, CEO of PBKM, and Tomasz Baran, deputy CEO of PBKM, entered into binding agreements with Vita 34 pursuant to which the Directly Contributing Shareholders committed to contribute to Vita 34 an aggregate of 6,363,170 PBKM shares (equivalent to about 69.13% of PBKM's current share capital).

Based on the 2020 reported results, the business combination would create a pan-European cord blood bank with combined revenues of approximately EUR 67 million and an aggregated market capitalization of approximately EUR 249 million at market close on 28 May 2021. The combined company is expected to benefit from at least EUR 3.1 million in annual costs synergies before tax. The Proposed Transaction is expected to lead to transaction costs on the part of Vita 34 in the amount of approximately EUR 3 million in the financial year 2021.

The new Vita 34 Shares to be issued under the Proposed Transaction shall be created by way of a capital increase in kind still to be resolved by Vita 34 shareholders and excluding Vita 34 shareholders' subscription rights. For the purpose of resolving the capital increase, Vita 34 will convene an extraordinary general meeting for 13 July 2021, with the ordinary annual general meeting originally scheduled for 30 June 2021 to be postponed and likely to take place in the fourth quarter of 2021. At the extraordinary general meeting, Vita 34's share capital shall be increased by up to EUR 12,280,560.00 against contribution in kind by issuing up to 12,280,560 no-par value registered shares.

The consummation of the Exchange Offer is presumably subject to certain conditions, including a minimum acceptance level of 95% of the outstanding PBKM Shares, as well as the absence of material adverse changes and material adverse compliance violations occurring at PBKM.

The Management Board of Vita 34 is currently planning to formally commence the Exchange Offer in September 2021 and complete the Proposed Transaction by the end of October 2021.

Important Information

This announcement does neither constitute an offer to exchange or purchase nor the solicitation of an offer to exchange or purchase any securities. Moreover, this announcement does neither constitute an offer to buy nor the solicitation of an offer to buy any securities in PBKM or Vita 34. The final terms and further provisions regarding the Exchange Offer will be included in a securities prospectus once it has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of PBKM shares are strongly recommended to read the securities prospectus and all other documents in connection with the Exchange Offer as soon as they are published, as they will contain important information. Vita 34 may not initiate the Exchange Offer at all.

Subject to the exceptions described in the securities prospectus and any exceptions granted by the relevant regulatory authorities, an Exchange Offer is not being made, directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

In particular, the Vita 34 shares that are intended to be transferred to PBKM shareholders as consideration (the "Vita 34 Offer Shares") have not been, and will not be, registered under the United States Securities Act of 1933 as amended,(the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the U.S.A. The Vita 34 Offer Shares may not be offered, sold or delivered, directly or indirectly, to PBKM shareholders located with a domicile, registered office or habitual abode in the U.S.A. (the "U.S. Shareholders"), or to any agents, appointees, trustees, custodian banks or other persons acting for the account of benefit of any U.S. Shareholders, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

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