Vita 34 AG signs merger agreement with Polski Bank Komórek Macierzystych SA

As announced today in an ad hoc announcement, the Management Board of Vita 34 AG ("Vita 34", ISIN: DE000A0BL849; WKN: A0BL84), Leipzig, has signed a merger agreement ("BCA") with Polski Bank with the approval of the Supervisory Board Komórek Macierzystych SA, Warsaw (“PBKM”).

dr Wolfgang Knirsch, CEO of Vita 34 AG, said: "PBKM and Vita 34 complement each other perfectly. The merger brings together two successful companies with a strong European presence and highly qualified employees to form the leading pan-European cord blood bank. I am confident that this step will open up new opportunities that will be beneficial for both our shareholders and our customers. Together we will expand and further develop our range of services. We will also work to increase awareness of the benefits of cord blood storage among existing and potential customers. Both companies will also benefit internally from the merger, in particular through the exchange and pooling of expert knowledge. I am convinced that this step is in the long-term interests of all stakeholders of both companies and will lead to a further improvement in the quality of our products and access to our offers.”

Jakub Baran, co-founder, shareholder and CEO of PBKM, said: “This transaction makes strategic sense and will help realize the full growth potential of both companies. The planned merger with Vita 34 is the logical step for the FamiCord Group, which initiated a process to examine strategic options for action more than two years ago. We look forward to working with Vita 34, which enjoys an excellent reputation in the market and is the only company in Western Europe with a 20-year history in commercial cord blood banking. Our companies complement each other not only in their regional focus in Europe, but also in their respective expertise. We are convinced that the proposed transaction is in the best interests of all stakeholders, therefore both the Management Board and the Supervisory Board of PBKM fully support the combination.”

Details of the proposed transaction

The merger agreement stipulates that Vita 34 is offering the shareholders of PBKM to exchange all shares in PBKM for shares in Vita 34 as part of a contribution in kind ("Planned Transaction"). PBKM shareholders will be offered 1,3 new Vita 34 shares for each (1) PBKM share. The planned transaction is to be carried out through the conclusion of contribution agreements between Vita 34 and certain PBKM shareholders as well as a voluntary public exchange offer by Vita 34 to all other PBKM shareholders ("Exchange Offer"). The Management Board of PBKM intends to support the Proposed Transaction and to recommend that PBKM Shareholders accept the exchange offer.

Several PBKM shareholders have already made a binding commitment to contribute a total of 6.363.170 PBKM shares (equivalent to approximately 69,13% of PBKM's current share capital) in exchange for new Vita 34 shares. These shareholders include, among others, AOC Health GmbH, Jakub Baran, Chairman of the Board of Directors of PBKM, and Tomasz Baran, Deputy Chairman of the Board of Directors of PBKM.

The new Vita 34 shares to be issued as part of the planned transaction are to be created by way of a non-cash capital increase to be resolved by the Vita 34 shareholders, excluding the statutory subscription right of the Vita 34 shareholders. For the purpose of passing a resolution on the capital increase, Vita 34 will convene an extraordinary general meeting for July 13, 2021.

Completion of the exchange offer is expected to be subject to certain conditions, including a minimum acceptance level of 95% of the outstanding PBKM shares and no material adverse change or material adverse compliance violation at PBKM.

The Management Board of Vita 34 currently plans to formally begin the Exchange Offer in September 2021 and to complete the Proposed Transaction by the end of October 2021.

Further information on the planned transaction can be found in the Vita 34 ad hoc announcement published today and in the invitation to the extraordinary general meeting of Vita 34, which will be published today, May 31, 2021.

About Vita 34

Vita 34 was founded in Leipzig in 1997 and is now one of the leading cell banks in Europe. As the first private umbilical cord blood bank in Europe and a pioneer in cell banking, the company has been offering collection logistics, processing and storage of stem cells from umbilical cord blood and umbilical cord tissue as a full-service provider for cryopreservation ever since. Based on the expansion of the business model that took place in 2019, Vita 34 intends to also offer the storage of immune cells from peripheral blood and stem cells from the body's own fat in the future. The body's own cells are a valuable starting material for medical cell therapy and are kept alive at temperatures of around minus 200 degrees Celsius so that they can be used as part of a treatment if necessary. More than 247.000 customers from more than 20 countries have already taken care of their family's health with a cell depot at Vita 34.

More information can be found here: https://ir.Vita34.de

About PBKM

Polski Bank Komórek Macierzystych is the parent company of the international FamiCord Group (“FamiCord”), which operates stem cell banks in Europe. FamiCord stores over 403.000 cord blood or tissue samples and approximately 540.000 samples of other biological material. In addition, FamiCord stores the samples of approximately 300.000 families that were originally held by the insolvent Cryo-Save. The core business of FamiCord is the procurement, processing and long-term storage of stem cells from umbilical cord blood and other post-fetal tissues on behalf of the parents (family banking). The purpose of this banking is to protect the family in the event of a serious illness requiring a stem cell transplant in the donor or his immediate family members.

In addition, FamiCord invests in the development of services for the production of drugs for advanced cell therapies (so-called Advanced Therapy Medicinal Products), which are considered to be one of the most important developments in modern medicine. The group is also involved in around ten clinical trials in which stem cell-based drugs have already been administered to 700 patients. FamiCord recently entered the promising field of CAR-T therapies and has already reached production readiness under GMP conditions. The first application in humans is planned for this year.

Since May 2016, PBKM has been listed on the main segment of the Warsaw Stock Exchange.

More information can be found here: www.PBKM.pl, https://akcjonariusze.PBKM.pl/,  Twitter @PBKM_FamiCord

Source: Press release Vita 34 AG from May 31.05.2021, XNUMX