22.02.2007 – 08:02

Sartorius AG

euro adhoc: Sartorius AG
Mergers - Acquisitions - Takeovers
Sartorius AG combines biotechnology division with Stedim S.A. and becomes majority shareholder of the combined business

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.

22.02.2007

Sartorius AG, Göttingen, Germany, has entered into a binding
agreement with Stedim S.A., Aubagne, France, and its founders.
According to this agreement, Sartorius acquires the Stedim shares
held by the founders at a price of 43.00 euros per share, hereby
becoming the majority shareholder of Stedim. The agreed transaction
as a whole further contains the launching of a tender offer by
Sartorius to the Stedim shareholders as well as the contribution of
the carved-out Sartorius biotechnology division into Stedim against
issuance of new Stedim shares, each step occurring on the same day as
the acquisition of the Stedim shares. The valuation of Stedim
underlying the contribution and the contemplated offer price will
also be 43.00 euros per Stedim share. The founders will remain
invested in the combined company with a substantial shareholding.
Upon completion of the transaction, Sartorius will hold the majority
of share capital and voting rights of the combined company and will
fully consolidate this subgroup in its own financial statements. The
combined company will be called Sartorius Stedim Biotech S.A. and
will be listed on the Eurolist of Euronext Paris.

To maintain substantial free float, Sartorius will offer to those
Stedim shareholders not tendering their shares into the offer and
remaining invested a limited protection against a potential decrease
of the share price below the capitalized offer price. This way,
Stedim shareholders will be further incentivised not to tender their
shares into the tender offer, but to participate in the development
of the combined company, instead.

The transaction, which is expected to be completed in summer 2007, is
subject to approval by the relevant antitrust authorities, the
General Meeting of Stedim’s shareholders and further conditions
(including requirements and authorizations under capital markets
law). The board of Sartorius Stedim Biotech S.A. will be composed of
four Sartorius and three Stedim-representatives, inter alia,
Professor Dr. Arnold Picot, Chairman of the Supervisory Board of
Sartorius AG, and Bernard Lemaître, founder and current Chairman of
Stedim S.A.. Dr. Joachim Kreuzburg, CEO and Executive Board Chairman
of Sartorius AG, will be CEO and Chairman.

Stedim supplies the biopharmaceutical industry, has an attractive
market share in the market of disposable bag systems for
pharmaceutical applications and has further product segments with
significant growth potential. By this business combination with
Stedim, Sartorius is strengthening its high-growth biotechnology
activities, especially in the USA, the key global pharmaceutical
market. In 2006, Stedim earned EUR 91.4 million, of which 44 percent
were generated in the USA. Stedim employs approx. 540 employees at
its locations in France, USA and Tunisia.

On a pro forma basis, Sartorius Stedim Biotech S.A. is expected to
generate 400 - 420 million euros in sales revenues and to achieve an
operating EBITA margin of approx. 14 percent in 2007. The transaction
and integration costs are estimated at approx. 5 - 10 million euros
for 2007. Compound annual growth rate (CAGR) for the period of 2007
to 2011 is projected at 14 - 15 percent. In 2011, the EBITA margin is
anticipated to further increase. Sartorius, due to the envisaged
transaction, has adjusted its forecast for 2007 and its five-year
plan upward. For 2007, pro forma sales revenues for the Sartorius
Group are expected to increase to 660 - 680 million euros, the
operating EBITA margin (excluding the above mentioned transaction and
integration costs) is anticipated to rise to approx. 12 percent. CAGR
for the period of 2007 to 2011 is forecasted to be at 11 - 12
percent. The EBITA margin should further increase until 2011.

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 Stedim S.A. The tender offer to acquire the shares in
Stedim described in this announcement has not started yet. An offer
to buy or an invitation to make an offer to sell will exclusively be
based on a draft tender offer and the related documentation to be
filed with the Autorité des Marchés Financiers (AMF).

This announcement contains forward-looking statements. All statements
contained in this announcement that are not clearly historical in
nature or that necessarily depend on future events are
forward-looking, and the words "anticipate," "believe," "expect,"
"estimate," "plan," and similar expressions are generally intended to
identify forward-looking statements. These statements are based on
current expectations, estimates and projections of Sartorius AG’s
management and currently available information. They are not
guarantees of future performance, involve certain risks and
uncertainties that are difficult to predict and are based upon
assumptions as to future events that may not prove to be accurate.

end of announcement                               euro adhoc 22.02.2007 07:23:40

Further inquiry note:

Andreas Wiederhold
Treasury & Investor Relations
Telefon: +49 (0)551 308-1668
E-Mail: andreas.wiederhold@sartorius.com

Branche: Biotechnology
ISIN: DE0007165607
WKN: 716560
Index: CDAX, Prime All Share, Technologie All Share
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