Combination of Sartorius Biotech Division and Stedim Completed.* Stedim Shareholders Approve the Transaction * The New Company is Called Sartorius Stedim Biotech S.A. * Sartorius AG Submits Documents to French Exchange Supervisory Authority AMF AMF ACE (Allied Command, Europe) Mobile Force AMF Autorité des Marchés Financiers (French) AMF Action Message Format AMF Arab Monetary Fund AMF Asian Monetary Fund AMF Autocrine Motility Factor For Launching a Tender Offer to Outside Stedim Shareholders * CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Joachim Kreuzburg Gives the Green Light to Start Integration GOETTINGEN, Germany & AUBAGNE, France & PARIS Paris, in Greek mythology Paris or Alexander, in Greek mythology, son of Priam and Hecuba and brother of Hector. Because it was prophesied that he would cause the destruction of Troy, Paris was abandoned on Mt. -- The combination of the Biotechnology Division of the German company Sartorius AG (FWB (Fixed Wireless Broadband) See fixed wireless. :SRT (1) (Source Routing Transparent) An IEEE-standard that provides bridging between Ethernet and Token Ring networks. Ethernet LANs use transparent bridging, and Token Ring LANs use source route bridging (SRB). ) and French-based Stedim S.A. has been wrapped up. Today, on Friday, June 29, 2007, Sartorius AG acquired the share package from the Stedim founders. At the extra-ordinary general meeting that took place afterwards in Paris, Stedim shareholders approved the contribution of the carved-out Biotechnology Division from Sartorius into Stedim and thus the increase in capital this entailed. Therefore, Sartorius AG is the majority shareholder with a controlling stake in the new company. In addition, the shareholders also resolved to rename Re`name´ v. t. 1. To give a new name to. Verb 1. rename - assign a new name to; "Many streets in the former East Germany were renamed in 1990" Stedim S.A. to Sartorius Stedim Biotech S.A., and elected the members for the new company's board. At the following meeting of the board of Sartorius Stedim Biotech, Sartorius CEO and Executive Board Chairman Joachim Kreuzburg was elected Chairman of the Board and Chief Executive Officer (CEO). In addition, the board includes members with an executive function: Liliane de Lassus, Volker Niebel and Reinhard Vogt. Members with a non-executive function on the board are Bernard Lemaitre, the founder of Stedim Biosystems S.A.; Arnold Picot pi·cot n. A series of small embroidered loops forming an ornamental edging on some ribbon and lace. tr.v. pi·coted , pi·cot·ing , pi·cots To trim with small embroidered loops. , Chairman of the Sartorius AG Supervisory Board Supervisory board The board of directors that represents stakeholders in the governance of the corporation. ; and Henri Riey. As the new majority shareholder of Sartorius Stedim Biotech, Sartorius AG will soon launch a tender offer for Sartorius Stedim Biotech shares owned by minority Stedim shareholders for a proposed price of 43 euros in cash. As Sartorius strives to keep a high percentage of shareholders invested in Sartorius Stedim Biotech, Sartorius will offer a limited warranty Limited warranty A warranty with certain conditions and limitations on the parts covered, type of damage covered, and/or time period for which the agreement is good. against a potential decrease in the share price to such shareholders of Sartorius Stedim Biotech that will not tender their shares to the offer. This warranty offers a cash payment after a maturity period of 24 months equal to the difference between the capitalized offer price of 47.50 euros and the 30-day average trading price Trading price The price at which a security is currently selling. , weighted at the time, of the Sartorius Stedim Biotech shares. This payment is limited to a maximum of 20 euros per share. Sartorius filed the corresponding tender offer on Friday, June 29, 2007 with the French exchange supervisory authority (AMF). The tender offer will begin within three trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. following final clearance by the AMF. After closing of the tender offer and depending on the acceptance quota, Sartorius will hold from approx. 70 to approx. 91 percent of the shares in Sartorius Stedim Biotech, taking into account the reinvestment Reinvestment Using dividends, interest and capital gains earned in an investment or mutual fund to purchase additional shares or units, rather than receiving the distributions in cash. 1. In terms of stocks, it is the reinvestment of dividends to purchase additional shares. of the founders of Sartorius Stedim Biotech in the company. The draft tender offer documents are available on Sartorius` and Sartorius Stedim Biotech`s websites. The offer terms are still subject to the review of the AMF. The combination of the Sartorius Biotechnology Division and Stedim creates a global biopharmaceutical supplier, for which pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma sales revenue of approx. 400-420 million euros is anticipated for the year 2007, and which will employ some 2,200 persons. Kreuzburg announced that integration would take place quickly. Immediately after both businesses were combined, employees would be informed about the new management structures, changes in the business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets and the new corporate design, according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Kreuzburg. "We intensively used the four months between announcement and completion of this combination in order to prepare for integration," said Kreuzburg. "With our organization that will soon be completely integrated, we will once again considerably enhance our positioning as a total solutions provider for the biopharmaceutical industry, and focus entirely on innovation and growth in this highly attractive market." Sartorius and Stedim had announced their agreement to combine their businesses on February 22, 2007. Following clearance of this transaction by the relevant antitrust authorities, approval by the Stedim general meeting and filing of the tender offer with the AMF, the combination has been finalized See finalization. on today's date and the road is clear for integration of both companies. Current image files Joachim Kreuzburg, Chief Executive Officer: www.sartorius-stedim.com/media/content/press/support/Dr_Kreuzburg. jpg Sartorius Stedim Biotech (1): www.sartorius-stedim.com/media/content/press/support/Image_01.jpg Sartorius Stedim Biotech (2): www.sartorius-stedim.com/media/content/press/support/Image_02.jpg A profile of Sartorius Stedim Biotech Sartorius Stedim Biotech is a leading provider of cutting-edge equipment and services for the development, quality assurance and production processes of the biopharmaceutical industry. Our integrated solutions covering fermentation fermentation, process by which the living cell is able to obtain energy through the breakdown of glucose and other simple sugar molecules without requiring oxygen. Fermentation is achieved by somewhat different chemical sequences in different species of organisms. , filtration, purification, fluid management and lab technologies are supporting the biopharmaceutical industry around the world to develop and produce drugs safely, timely and economically. For next generation processes, we focus on single-use technologies and added-value services to meet upcoming requirements of the industry we serve. Strongly rooted in the scientific community and closely allied with customers and technology partners, we are dedicated to our philosophy of "Turning science into solutions". Headquartered in Aubagne, France, and with main operations in Germany and the US, Sartorius Stedim Biotech shares are listed on the Eurolist of Euronext Paris Euronext Paris is France's securities market, formerly known as the Paris Bourse, which merged with the Amsterdam and Brussels exchanges in September 2000 to form Euronext NV, which is the second largest exchange in Europe behind the London Stock Exchange. . The company owns production and sales companies worldwide and employs over 2,200 people. In 2007, pro forma corporate sales are expected to total 400-420 mn euros. This press release contains statements about the future development of the Sartorius Group and the Sartorius Stedim Biotech Group. We cannot guarantee that the content of these statements will actually apply because these statements are based upon assumptions and estimates that harbor certain risks and uncertainties. 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 Sartorius Stedim Biotech. The tender offer to acquire the shares in Sartorius Stedim Biotech described in this announcement has not started yet. An offer to sell will be exclusively based on the definitive terms of the tender offer yet to be approved by the AMF. This is a translation of the original German-language press release. Sartorius shall not assume any liability for the correctness of this translation. The original German press release is the legally binding version. Furthermore, Sartorius reserves the right not to be responsible for the topicality, correctness, completeness or quality of the information provided. Liability claims regarding damage caused by the use of any information provided, including any kind of information which is incomplete or incorrect, will therefore be rejected. |
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