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    V3V   DE000A0BL849

VITA 34 AG

(V3V)
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PRESS RELEASE: Vita 34 AG signs Business Combination Agreement with Polski Bank Komˇrek Macierzystych S.A.

05/31/2021 | 04:09am EDT
DGAP-News: Vita 34 AG / Key word(s): Mergers & Acquisitions/Capital Increase 
Vita 34 AG signs Business Combination Agreement with Polski Bank Komórek Macierzystych S.A. 
2021-05-31 / 10:07 
The issuer is solely responsible for the content of this announcement. 
=---------------------------------------------------------------------------------------------------------------------- 
Vita 34 AG signs Business Combination Agreement with Polski Bank Komórek Macierzystych S.A. 
- Vita 34 AG ("Vita 34"), one of the largest cell banks in Europe, plans to combine its business with Polski Bank 
Komórek Macierzystych S.A. ("PBKM"), which leads FamiCord Group, Europe's largest stem cell bank. On 31 May the 
companies signed a Business Combination Agreement (BCA). 
- The business combination is planned to be carried out via an offer to the shareholders of PBKM to exchange all shares 
of PBKM for shares in Vita 34 by way of a contribution in kind at an exchange of 1.3 new Vita 34 shares in exchange for 
one (1) share of PBKM. 
- Major PBKM shareholders have already agreed to contribute to Vita 34 a total of 6,363,170 PBKM shares (representing 
approximately 69.13% of the current share capital of PBKM). 
- The proposed business combination will be an important step in the further development of both companies, creating 
the leading pan-European family stem cell bank with combined revenues of approximately EUR 67 million (based on the 
2020 reported results). 
- The combined Group will be listed on the Frankfurt Stock Exchange, with Vita 34 as the listed parent company. 
 
Leipzig/Warsaw, 31 May 2021 - As published in an ad-hoc announcement earlier today, the Management Board of Vita 34 AG 
("Vita 34", ISIN: DE000A0BL849; WKN: A0BL84), Leipzig, with approval of the Supervisory Board, signed a Business 
Combination Agreement ("BCA") with Polski Bank Komórek Macierzystych S.A., Warsaw ("PBKM"). 
Dr. Wolfgang Knirsch, CEO of Vita 34 AG, said: "PBKM and Vita 34 complement each other perfectly. By joining forces, we 
are combining two excellent companies with a strong European footprint, proven track record and highly qualified 
workforce into the leading pan-European family cord blood bank. I believe that with this step, new opportunities are 
opening up for us, which will translate into benefits for both our shareholders and clients. Together, we will improve 
and expand the services we offer, and strive to further increase the awareness of the benefits of cord blood banking 
among existing and potential clients. The business combination of PBKM and Vita 34 will also enable the exchange of 
expertise between the best specialists from both companies. I am convinced that this step is in the long-term interests 
of all stakeholders of both companies, and will result in the continued improvement in the quality and availability of 
our services." 
Jakub Baran, co-founder, shareholder and President of the Management Board of PBKM, said: "This transaction makes 
perfect strategic sense and will help to fully realize the growth potential of both companies. The proposed business 
combination with Vita 34 is the next step in the process of reviewing strategic options for the FamiCord Group, which 
began over two years ago. We are looking forward to working together with Vita 34, which has an excellent reputation in 
the market, is the only company in Western Europe with a 20-years' track record of large-scale cord blood banking and 
complements both our European footprint and expertise. We are convinced that the proposed transaction is in the best 
interest of all stakeholders, therefore both our Management Board and Supervisory Board fully support the combination." 
Details of the Proposed Transaction 
According to the terms of the BCA, Vita 34 agreed to offer PBKM shareholders to exchange all of their PBKM shares for 
Vita 34 shares by way of a contribution in kind ("Proposed Transaction"). PBKM shareholders will be offered 1.3 new 
Vita 34 shares in exchange for one (1) PBKM share. The proposed transaction will be carried out via the execution of 
share contribution agreements between Vita 34 and certain PBKM shareholders and a voluntary public exchange offer by 
Vita 34 to all other PBKM shareholders ("Exchange Offer"). The Management Board PBKM intends to support the Proposed 
Transaction and recommend to the PBKM shareholders to accept the Exchange Offer. 
Several PBKM shareholders already entered into binding commitments to contribute an aggregate of 6,363,170 PBKM shares 
in exchange for new Vita 34 shares (equivalent to approximately 69.13% of PBKM's current share capital). These 
shareholders include (inter alia) AOC Health GmbH, Jakub Baran, President of the PBKM Management Board, and Tomasz 
Baran, Vice President of the PBKM Management Board. 
The new Vita 34 shares to be issued under the Proposed Transaction shall be created by way of a capital increase in 
kind still to be resolved upon by Vita 34's shareholders. For purposes of resolving the capital increase, Vita 34 will 
convene an extraordinary general meeting for 13 July 2021. 
Completion of the Exchange Offer is subject to a number of conditions, including the achievement of a minimum 
acceptance level of 95% of PBKM's outstanding shares and the absence of any material adverse change and no material 
adverse infringements occurring at PBKM. 
Vita 34's Management Board currently plans to formally commence 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 that was published 
earlier today as well as the invitation to Vita 34's extraordinary general meeting that will be published in the course 
of today, 31 May 2021. 
 
About Vita 34 
Vita 34 was founded in 1997 in Leipzig and is today one of the leading cell banks in Europe. As Europe's first private 
cord blood bank and a pioneer in cell banking, the company has since offered collection logistics, processing and 
storage of stem cells from umbilical cord blood and tissue as a full-service provider for cryopreservation. Based on 
the expansion of the business model in 2019, Vita 34 also intends to offer the storage of immune cells from peripheral 
blood and stem cells from autologous fat in the future. Endogenous cells are a valuable starting material for medical 
cell therapy and are kept alive at temperatures around minus 200 degrees Celsius so that they can be used as part of a 
treatment if required. More than 247,000 customers from more than 20 countries have already provided for their family's 
health with a cell depot at Vita 34. 
For more information: https://ir.vita34.de/en/ 
 
About PBKM 
Polski Bank Komórek Macierzystych leads the international FamiCord Group ("FamiCord"), which manages stem cell banks 
located in Europe. FamiCord stores over 403,000 cord blood or tissue samples and approximately 540,000 all biological 
material samples. Additionally, FamiCord stores the samples of approx. 300,000 families originally kept by bankrupted 
Cryo-Save. FamiCord's core business is the procurement, processing and long-term storage of stem cells from 
umbilical-cord blood and other post-foetal tissues on behalf of parents (family banking). The purpose of this banking 
is to provide security for the family in the event of a serious illness which requires a stem cell transplant in the 
donor or his/her immediate family members. 
In addition, FamiCord invests in the development of advanced therapy medicinal product (ATMP) manufacturing services, 
considered to be one of the most important developments in medicine. The Group is also involved in close to 10 clinical 
trials, in which stem cell-based drugs have already been administered to patients about 700 times. Recently, FamiCord 
has entered the very promising area of CAR-T therapies and have already reached production readiness in GMP conditions. 
First application at human is planned for this year. 
Since May 2016, PBKM has been listed on the main market of the Warsaw Stock Exchange. 
For more information: www.pbkm.pl, https://akcjonariusze.pbkm.pl/, Twitter @PBKM_FamiCord 
 
Investor Relations contact Vita 34: Ingo Middelmenne, Middelmenne & Cie., Tel +49 (0)341 48792-40, Email: 
ingo.middelmenne@vita34.de 
Media contact Vita 34: Peter Steiner, Jan P. Sefrin, Charles Barker Corporate Communications, Tel: +49 69 794 090 27, 
Email vita34-cb@charlesbarker.de 
 
Media contact PBKM: Michal Wierzchowski, cc group, Tel: +48 531 613 067, Email michal.wierzchowski@ccgroup.pl 
=---------------------------------------------------------------------------------------------------------------------- 
2021-05-31 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. 
Archive at www.dgap.de 
=---------------------------------------------------------------------------------------------------------------------- 
Language:     English 
Company:      Vita 34 AG 
              Deutscher Platz 5a 
              04103 Leipzig 
              Germany 
Phone:        +49(0341)48792-40 
Fax:          +49(0341)48792-39 
E-mail:       ir@vita34.de 
Internet:     www.vita34.de 
ISIN:         DE000A0BL849 
WKN:          A0BL84 
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, 
              Hamburg, Munich, Stuttgart, Tradegate Exchange 
EQS News ID:  1202353 
 
End of News   DGAP News Service 
=------------ 

1202353 2021-05-31

 
Image link: 
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1202353&application_name=news 
 

(END) Dow Jones Newswires

May 31, 2021 04:08 ET (08:08 GMT)

Stocks mentioned in the article
ChangeLast1st jan.
COMBINED GROUP CONTRACTING COMPANY - K.S.C. (PUBLIC) -0.60% 0.332 End-of-day quote.65.17%
DJ INDUSTRIAL 0.80% 35116.4 Delayed Quote.14.14%
POLSKI BANK KOMÓREK MACIERZYSTYCH S.A. 2.15% 95 End-of-day quote.25.00%
VITA 34 AG -0.94% 15.85 Delayed Quote.26.29%
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More news
Financials
Sales 2021 21,8 M 25,8 M 25,8 M
Net income 2021 2,10 M 2,49 M 2,49 M
Net cash 2021 7,95 M 9,43 M 9,43 M
P/E ratio 2021 30,5x
Yield 2021 0,50%
Capitalization 65,0 M 77,0 M 77,0 M
EV / Sales 2021 2,62x
EV / Sales 2022 2,25x
Nbr of Employees 120
Free-Float 58,0%
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Mean consensus OUTPERFORM
Number of Analysts 2
Last Close Price 15,85 €
Average target price 19,10 €
Spread / Average Target 20,5%
EPS Revisions
Managers and Directors
Wolfgang Knirsch Chairman-Management Board
Falk Neukirch Chief Financial Officer
Florian M. Schuhbauer Chairman-Supervisory Board
Steffen Richtscheid Deputy Chairman-Supervisory Board
Frank K÷hler Member-Supervisory Board
Sector and Competitors