Investor Relations

• The Tiancheng (Germany) Pharmaceutical Holding AG, the purchasing company and indirect subsidiary of the CREAT Group Corporation, Beijing, China is making an offer to all BIOTEST AG shareholders to purchase their shares within the framework of a voluntary public takeover offer.
   
• In this context, Tiancheng (Germany) Pharmaceutical Holding AG is offering a cash payment of Euro 28.50 per BIOTEST ordinary share and a cash payment of Euro 19.00 per BIOTEST preference share.
   
• The offer is tied to a minimum acceptance threshold of 75 percent of ordinary shares, which means the offer will, among other things, only be successful if it is accepted by a minimum of 75 percent of BIOTESTAG’s ordinary shareholders. The offer is also subject to the standard approvals from the responsible anti-trust and supervisory authorities, which the bidder expect to receive in the second half of 2017.
   
• For more information, please read the offer on the website prepared by the CREAT Group Corporation at
  www.tiancheng-germany-pharmaceutical-angebot.de.
   
• Biotest does not assume any responsibility for the content and the therein provided information.

You will find information on the offer documentn on the website prepared by the CREAT Group Corporation at
www.tiancheng-germany-pharmaceutical-angebot.de.

• In accordance with the offer document, the deadline for the acceptance of the offer is four weeks from the publication of the offer document on May 18, 2017.
   
• If the minimum acceptance threshold has been achieved when the acceptance period expires, the acceptance period will automatically be extended by two weeks from the date results are published.
   
• Following the publication of the offer document, the Executive Board and Supervisory Board have reviewed the offer in the best interests of the Company and have provided a reasoned opinion on the offer pursuant to Section 27 of the German Securities Acquisition and Takeover Act, which has been made available to its shareholders via the BIOTEST website.
   
• In this statement, following a due process of review, the Management Board and Supervisory Board recommend that shareholders accept the offer. This recommendation is explained in further detail in the joint reasoned statement.
   
• The final decision for or against accepting the takeover offer is incumbent on the shareholders.
   
• It will only become clear if the offer has been successful or not once the acceptance period has expired and all offer conditions have been fulfilled (see answer 1).

• The Executive Board and the Supervisory Board have reviewed the offer document very thoroughly and have published their reasoned opinion on June 1, 2017  after the review had been completed.
   
• BIOTEST shareholders can accept the offer as soon as the acceptance period begins.
   
• BIOTEST shareholders can accept the offer by submitting a written declaration of consent to their depositary bank during the acceptance period.

• We ask for your understanding that we cannot make recommendations as to whether you should sell your shares via the stock exchange or whether you should accept the takeover offer. The offer document contains detailed information on how and within what time frame you can accept the offer and how the process will work in technical terms.
   
• Following the publication of the offer document, the Executive Board and Supervisory Board have reviewed the offer in the best interests of the Company and have provided a reasoned opinion on the offer pursuant to Section 27 of the German Securities Acquisition and Takeover Act and have made it available to the shareholders via the BIOTEST website.
   
• If you have any questions related to the acceptance of the offer and how it will work in technical terms, you can also contact your depositary bank.
   
• BIOTEST shareholders can accept the offer by submitting a written declaration of consent to their depositary bank during the acceptance period.

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• For information about how the transfer of shares and payment of the offer price will be carried out, please see the offer document, which is available on the website prepared by the CREAT Group Corporation at www.tiancheng-germany-pharmaceutical-angebot.de.
   
• Should you have any questions about accepting the offer and its technical process including the payment of the offer price, you can also contact your custodian bank, who has been informed of the settlement agent in the offer document.
   
• However, a prerequisite for the completion of the offer is, that the minimum acceptance threshold of 75 percent of ordinary shares is achieved and the transaction is approved by the relevant anti-trust and supervisory authorities.

• You can tender your shares immediately after the offer document has been published by the bidder.
   
• There is no reason to delay accepting the offer as, in accordance with the German Securities Acquisition and Takeover Act. The Company is not aware of any intentions of the bidder to revise the offer prices.

• BIOTEST shareholders can revoke their agreement to tender their shares if there are specific reasons for it in accordance with the provisions German Securities Acquisition and Takeover Act.
  
  - In particular, shareholders can revoke their agreement if the offer is changed. An example of this would be the bidder’s decision to waive any offer conditions.
  
  - Shareholders can also withdraw their acceptance of the offer if a competing offer is made.
   
• For more information under which circumstances a tendering of shares can be revoked, please refer to the offer document prepared by the bidder.

• Of course, you have the right not to tender your shares.
   
• BIOTEST shareholders who do not accept the offer will remain shareholders in BIOTEST AG.
   
• In this case, you should however take the following into consideration: BIOTEST shares for which the offer was not accepted can initially continue to be traded on the same stock exchanges as before the offer. However, it cannot be ruled out that supply and demand for BIOTEST shares will decrease once the transaction has been successfully completed, thus reducing the liquidity of BIOTEST shares. This could make it difficult to execute orders quickly in the future. Furthermore, the potentially limited liquidity of BIOTEST shares could lead to significantly stronger price fluctuations than in the past.
   
• You should also consider that under certain statutory preconditions the bidder can trigger structural measures. A control and profit transfer agreement is possible, which would result in, among other things, the remaining BIOTEST shareholders being paid a guaranteed dividend.
   
• Please refer to the offer document for information on the bidder’s intentions, on the website prepared by the CREAT Group Corporation at
  www.tiancheng-germany-pharmaceutical-angebot.de.

• The bidder’s offer contains a minimum acceptance threshold of 75 percent of ordinary shares, in accordance with the offer document.  

During the acceptance period, the number of shares already tendered will be regularly published by the bidder in accordance with the provisions of the German Securities Acquisition and Takeover Act (so-called “water level announcements”).

In accordance with the offer document, the tendered BIOTEST shares may be traded on the regulated market of the Frankfurt Stock Exchange. It is possible however that trading volumes and liquidity of the tendered BIOTEST shares are dependent on the acceptance rate and are therefore not available at all or are only available in small quantities and are subject to significant fluctuation. It cannot be ruled out that the sale of tendered BIOTEST shares will not be possible due to lack of demand. You will find further information in the offer document from the bidder.

In the context of the publication of the intention of the bidder to launch an offer, the Executive Board of BIOTESTAG decided to postpone the Company’s Annual General Meeting, originally planned for May 10, 2017 to August 30, 2017 in order to ensure that the Annual General Meeting appropriately reflects the results of the offer process.

Shareholders of BIOTESTAG may take part in the Annual General Meeting. If the takeover offer has been completed by the Annual General Meeting, your tendered shares including the participation rights will be transferred to the bidder. If the offer has not been completed by the so-called Record Date (21st day before the Annual General Meeting), you will continue to be a shareholder of BIOTESTAG and will be able to register to participate in the Annual General Meeting. For more information on the bidder’s estimation of when the offer will be completed, see the FAQ answer 1 and 3 to “What are the next steps and when does the acceptance period begin? When is the takeover expected to be completed?”

• We ask for your understanding that we cannot provide you with any information on tax effects of accepting or rejecting the offer.
   
• We recommend you consult your tax advisor on this issue