Global law firm Freshfields advises Zentiva on the conclusion of an investment agreement with Apontis Pharma AG, the intended voluntary public purchase offer to be made to the shareholders of Apontis as well as on the conclusion of a share sale and purchase agreement with the major shareholder of Apontis.

On 16 October 2024, Zentiva AG announced its decision to make a voluntary public purchase offer for all Apontis shares at a price of €10.00 per share in cash.

Zentiva is a leading pan-European platform. Zentiva develops, manufactures and provides high-quality and affordable medicines to more than 100 million people in Europe, with a team of more than 5,000 people and a 500-year history.

Apontis is a leading pharmaceutical company specializing in single pill combinations in Germany. The Apontis shares are listed on the open market (‘Freiverkehr’).

The investment agreement sets out the terms and conditions for the voluntary public purchase offer by Zentiva. In addition, the investment agreement sets forth the mutual intentions of Zentiva and Apontis with regard to the future organizational and corporate governance structure of Apontis and the business strategy to be pursued, also including the intention to carry out a delisting of Apontis following the settlement of the offer.

The voluntary public purchase offer will be subject to customary closing conditions, including merger control and foreign trade approvals as well as a minimum acceptance threshold of 65%. Zentiva has secured a stake of approx. 37.5% of Apontis shares through entering into a share sale and purchase agreement with Apontis’ main shareholder Paragon. Completion of the purchase offer is expected at the end of the fourth quarter of 2024 or in the first quarter of 2025.

Freshfields is advising Zentiva comprehensively on Corporate/M&A, Antitrust, Commercial and Employment law matters related to this transaction.

The Freshfields team was led by Partners Stephanie Hundertmark (Corporate/M&A, Berlin) and Sabrina Kulenkamp, supported by Associate Thomas Kelm (both Corporate/M&A, Frankfurt). The Freshfields team also included Associates Antonius Gehringhoff, Burak Firat (both Corporate/M&A, Berlin), Rebecca Hettich (Corporate/M&A, Frankfurt), Partner Frank Röhling, Counsel Bertrand Guerin and Mariusz Motyka-Mojkowski, Principal Associate Lasse Petersen and Associate Celia Diederichs (all Antitrust, Berlin), Counsel Philipp Lehmann and Associate Zahar Qasim (both Commercial, Hamburg) and Principal Associate Flavia Lang (Employment, Hamburg).