Ashurst comprehensively advised APONTIS PHARMA AG on the merger-related squeeze-out of the main shareholder Zentiva AG. Zentiva AG holds approximately 91.95% of the share capital of APONTIS PHARMA AG.
At the ordinary general meeting of APONTIS PHARMA AG held on 29 July 2025, a resolution was passed with a majority of over 99% pursuant to Section 327a (1) sentence 1 of the German Stock Corporation Act (AktG) regarding the transfer of the shares of the remaining shareholders (minority shareholders) to the main shareholder in return for appropriate cash compensation (so-called merger-related squeeze-out). As consideration for the transfer of their shares, the minority shareholders will receive a cash compensation of EUR 10.40 for each no-par value bearer share of APONTIS PHARMA AG.
Previously, Zentiva AG, as the main shareholder of APONTIS PHARMA AG, had notified the management board of APONTIS PHARMA AG by letter dated 5 March 2025 of its intention to carry out a merger-related squeeze-out of the minority shareholders of APONTIS PHARMA AG and submitted the corresponding request. On 13 June 2025, Zentiva AG and APONTIS PHARMA AG entered into a notarized merger agreement, under which APONTIS PHARMA AG will transfer its assets as a whole, with all rights and obligations, to Zentiva AG upon dissolution without liquidation. The effectiveness of the merger-related squeeze-out is still subject to registration in the commercial register.
APONTIS PHARMA AG is a leading pharmaceutical company in Germany specialising in single-pill combinations. Single-pill combinations combine two to three off-patent active ingredients in a single-pill product taken once a day. Scientifically supported, single-pill therapies significantly improve the treatment prognosis and quality of life of patients, while reducing complications, mortality and treatment costs.
The Ashurst team provided comprehensive advice on all aspects of the merger-related squeeze-out process, the associated general meeting, and the communication strategy, led by Counsel Martina Rothe and supported by Partner Dr. Stephan Hennrich and Senior Associate Benedikt Lerp (all Corporate, all Frankfurt).
