Vita 34 AG: Shareholders of Vita 34 AG approve capital increase in connection with the proposed business combination with Polski Bank Komórek Macierzystych S.A. via share exchange

Vita 34 AG / Key word(s): Mergers & Acquisitions/Capital Increase
Vita 34 AG: Shareholders of Vita 34 AG approve capital increase in connection with the proposed business combination with Polski Bank Komórek Macierzystych S.A. via share exchange

13-Jul-2021 / 12:39 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS

Vita 34 AG: Shareholders of Vita 34 AG approve capital increase in connection with the proposed business combination with Polski Bank Komórek Macierzystych S.A. via share exchange

Leipzig, 13. Juli 2021 - The shareholders of Vita 34 AG ("Vita 34") today approved the required capital increase in connection with the proposed business combination with Polski Bank Komórek Macierzystych S.A. ("PBKM") at the virtual extraordinary general meeting. The capital increase was resolved with a majority of 87.63% of the valid votes cast. A three-quarter majority of the share capital present at the resolution was required for the approval of the capital increase. The capital increase against contributions in kind with the exclusion of shareholders' subscription rights has a volume of up to EUR 12,280,560.00 and enables the creation of up to 12,280,560 new Vita 34 shares. These will be offered to certain PBKM shareholders under individual contribution agreements as well as to the free float PBKM shareholders in a voluntary public exchange offer ("Exchange Offer") in exchange for their shares in PBKM.

On 31 May 2021, Vita 34 signed a business combination agreement ("BCA") with PBKM, governing the terms and conditions of a business combination of the two companies. It was agreed in the BCA that Vita 34 will offer the shareholders of PBKM to exchange all their shares in PBKM for shares in Vita 34 by way of a contribution in kind (the "Proposed Transaction"). Vita 34 intends to offer the shareholders of PBKM 1.3 new Vita 34 shares for each one (1) PBKM share. The capital increase approved today provides the basis for the Proposed Transaction. The determination of the further details of the Exchange Offer will be made in a securities prospectus which is expected to be published until the end of September 2021.

Important Information

This announcement neither constitutes an offer to exchange or purchase nor the solicitation of an offer to exchange or purchase any securities. Moreover, this announcement neither constitutes 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.

13-Jul-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de