PharmaSGP Holding SE: Conclusion of a delisting agreement and announcement of a delisting tender offer by FUTRUE GmbH

Ad-hoc Notification

PharmaSGP Holding SE: Conclusion of a delisting agreement and announcement of a delisting tender offer by FUTRUE GmbH

Gräfelfing, June 10, 2025. Today, PharmaSGP Holding SE (ISIN DE000A2P4LJ5 / WKN A2P4LJ) (“PharmaSGP”) entered into a delisting agreement (the “Delisting Agreement”) with its majority shareholder, FUTRUE GmbH (the “Bidder”). Pursuant to the Delisting Agreement, the Bidder undertook to make an unconditional public delisting tender offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of PharmaSGP to acquire all shares in PharmaSGP not already held by the Bidder for a cash consideration of EUR 28.00 per PharmaSGP Share (the “Delisting Offer”). The offer price for the Delisting Offer will thus exceed the volume-weighted average share price of the PharmaSGP Shares during the last six months prior to today.

Under the Delisting Agreement, PharmaSGP agreed, amongst others, subject to customary conditions, to support a delisting of PharmaSGP by applying for the revocation of the admission to trading of all PharmaSGP Shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange prior to the expiration of the acceptance period of the Delisting Offer. PharmaSGP further undertook in the delisting agreement not to tender the PharmaSGP Shares held by PharmaSGP as treasury shares, corresponding to approximately 4.06% of PharmaSGP’s share capital, into the Delisting Offer.

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