Grifols, S.A. (BME:GRF) made an offer to acquire remaining 54.52% stake in Biotest Aktiengesellschaft (XTRA:BIO3) for approximately €810 million on September 17, 2021. Under the terms, Grifols will acquire in cash Biotest's ordinary and preferred shares for €43 and €37, respectively. In a related transaction, Grifols, S.A. (BME:GRF) entered into a share purchase agreement to acquire 45.48% stake in Biotest Aktiengesellschaft (XTRA:BIO3) from Tiancheng International Investment Limited for €1.1 billion. To fund the transaction, Grifols has received a bridge financing commitment for €2 billion unsecured bridge financing commitment provided by BofA Securities. Grifols plans to explore its financing options for unsecured debt. This acquisition will improve Grifol's plasma economics and revenue per liter bringing innovative plasma proteins to drive revenue growth and margin expansion. The tender offer is subject to the closing conditions of antitrust clearances by the competition authorities of Germany, Austria, Spain and Turkey. The German federal financial supervisory authority, the Bundesanstalt für Finanzdienstleistungsaufsicht has approved the publication of the offer document submitted by Grifols with the terms and conditions of the voluntary public tender offer launched to all shareholders of Biotest AG. As of November 5, 2021, Management Board and the Supervisory Board of Biotest recommend, after a careful review process, to the shareholders to accept the offer. Offer will end on January 4, 2022.

Tomás Dagá, Oscar Calsamiglia, Núria Martín, Eduard Arruga, Miguel Lorán, Laura De La Cruz, Ignasi Bruguer, Matthias Elser, Fabian Christoph, Sebastian Hack, Joachim Breithaupt, Andrew Saul and Matthew Edwards of Osborne Clarke and Proskauer Rose LLP acted as legal advisors and Nomura Securities International, Inc. and UBS Europe SE acted as financial advisors to Grifols. Rothschild GmbH acted as financial advisor for Biotest.

Grifols, S.A. (BME:GRF) completed the acquisition of remaining 54.52% stake in Biotest Aktiengesellschaft (XTRA:BIO3) on January 4, 2022. As the close of Offer, on January 4, 2022, Offeror received an acceptance for a total of 1,121,455 Ordinary Shares and a total of 43,654 Preference Shares. This corresponds to a portion of approximately 5.6680 % of all issued Ordinary Shares and the corresponding voting rights and approximately 2.8340 % of the share capital of Biotest. This corresponds to a portion of approximately 0.2206 % of all issued Preference Shares as well as approximately 0.1103 % of the share capital of Biotest AG. As Offeror holds 18,905,231 Ordinary Shares, corresponds to a portion of approximately 95.5498 % of all issued Ordinary Shares and the resulting voting rights, Offeror to launch a Squeeze-out for remaining shares. Shareholders of Biotest who have not accepted the Takeover Offer still accept the Takeover Offer by January 21, 2022 (Additional Acceptance Period). Shareholders of Biotest AG who have not accepted the Takeover Offer by the expiration of the additional acceptance period may accept the Takeover Offer by April 21, 2022. Bank Of America Merrill Lynch International DAC, France Branch acted as financial advisor to Grifols. Markus Stephanblome of Clifford Chance LLP represented Bank Of America Merrill Lynch International DAC, France Branch as legal advisor.