PBKM Exchange Offer

Vita 34 has published an all-share voluntary public offer to acquire all shares of PBKM in exchange for newly issued Vita 34 shares by way of a contribution in kind. Vita 34 offers to PBKM shareholders an attractive offer of 1.3 new Vita 34 shares for one PBKM share.

The exchange ratio was determined by Vita 34 on the basis of a valuation of both Vita 34 and PBKM by the independent expert ValueTrust Financial Advisors SE, Munich, Germany. The Company offers the PBKM shareholders 1.30 new Vita shares for one PBKM share. In order to calculate the exchange ratio, ValueTrust Financial Advisors SE determined, on the basis of a discounted cash flow (DCF) analysis, a stand-alone equity value of EUR 72 million for Vita 34 and EUR 212 million for PBKM. This translates into a value of EUR 17.29 per Vita 34 share and EUR 22.48 (PLN 102.60) per PBKM share (on a fully diluted basis). The value per share determined for a share of Vita 34 is 9.2% higher, and the value per share determined for a PBKM share is 27.2% higher than the respective weighted average domestic share prices of both companies during the last three months before the announcement of the exchange offer on May 31, 2021. For further information, PBKM shareholders are advised to read section „5   Determination of the Exchange Ratio“ of the securities prospectus for the exchange offer.

The acceptance period starts on September 20, 2021 and expires on November 2, 2021. During this acceptance period, PBKM shareholders can accept the exchange offer by tendering their shares to Vita 34.

The exchange offer is subject to certain closing conditions, inter alia a minimum acceptance rate of at least 95% of the outstanding PBKM shares. Vita 34 already secured the exchange of approximately 68% of the PBKM shares.
Section „3   Closing Conditions“ of the securities prospectus for the exchange offer contains a description of all closing conditions.

Vita 34 has submitted a public exchange offer through which PBKM shareholders can exchange their PBKM shares for new shares in Vita 34. The relevant Offering Prospectus (including its supplements) and additional information has been or will be published on the internet at https://www.vita34.de/en/ (by navigating to „Investor Relations“ -> „Share“ -> „Exchange Offer PBKM“). PBKM shareholders that wish to accept the exchange offer must declare acceptance of the exchange offer during the acceptance period, which starts on September 20, 2021 and expires on November 2, 2021. For further explanations how the exchange offer can be accepted, PBKM shareholders should read section „4   The Exchange Offer“ of the securities prospectus for the exchange offer (in particular section „8.2   Acceptance of the Exchange Offer within the Acceptance Period„), which is also available as a separate convenience translation in the Polish language on the aforementioned Vita 34 website. PBKM shareholders can also contact mBank S.A. in its function as Polish tender agent under the exchange offer at the following email address mbm@mbank.pl or phone number +48 22 6974949 or Hauck & Aufhäuser Privatbankiers AG in its function as German exchange trustee under the exchange offer at the following e-mail address: CA@hauck-aufhaeuser.com or fax number + 49 69 21611487 or phone number + 49 69 21611240 for additional information, if needed. We recommend to all PBKM shareholders to read the securities prospectus, so that they can make an informed investment decision.

PBKM shareholder who wish to accept the exchange offer should read section „4   The Exchange Offer“ of the Offering Prospectus (in particular section „8.2   Acceptance of the Exchange Offer within the Acceptance Period„) – which is also available as a separate convenience translation in the Polish language on the Vita 34 website for the exchange offer – and contact their investment firms and custodian banks with any questions regarding the technical processing. PBKM shareholders can also contact mBank S.A. in its function as Polish tender agent under the exchange offer at the following email address mbm@mbank.pl or phone number +48 22 6974949 or Hauck & Aufhäuser Privatbankiers AG in its function as German exchange trustee under the exchange offer at the following e-mail address: CA@hauck-aufhaeuser.com or fax number + 49 69 21611487 or phone number + 49 69 21611240 for additional information, if needed.

PBKM shareholders who have accepted the exchange offer have a right to withdraw from their acceptance until the expiration of the acceptance period if and to the extent they accepted the exchange offer prior to the occurrence of a material adverse change in the stock market or prior to the publication of a supplement to the securities prospectus for the exchange offer, which was triggered by a significant new factor, material mistake or material inaccuracy relating to the information included in the securities prospectus and arising or being noted prior to the end of the acceptance period. Details as to the withdrawal right and its exercise are further described in section „13   Withdrawal Rights of PBKM Shareholders“ of the securities prospectus.

PBKM shareholders who have already submitted their declaration of acceptance of the exchange offer before the supplement no. 1 to the securities prospectus has been published on October 8, 2021, have the right of withdrawal until the end of the day on October 13, 2021. For further information see p. 2 of the supplement no. 1 to the securities prospectus.

The main principles of taxation are described in section „20   Taxation“ of the securities prospectus for the exchange offer. Vita 34 recommends that each PBKM shareholder obtains tax advice before accepting the exchange offer regarding the tax-relevant aspects of accepting the exchange offer, in particular taking into account their personal financial circumstances and tax situation.

PBKM shareholders who accept the exchange offer will become shareholders of Vita 34. At settlement of the exchange offer they will receive Vita 34 shares in their securities account at their respective financial institution in exchange for their PBKM shares in accordance with the exchange ratio. Fractional shares (if any) will be settled in cash.

PBKM shareholders who do not accept the exchange offer will remain PBKM shareholders. Vita 34 advises these shareholders to read and consider section „14   Possible Effects on PBKM Shareholders not accepting the Exchange Offer“ of the securities prospectus for the exchange offer.