NON-BINDING ENGLISH TRANSLATION. IN CASE OF ANY DISCREPANCY BETWEEN THE ENGLISH TRANSLATION AND THE GERMAN VERSION THE GERMAN VERSION PREVAILS.

Transcription

1 NON-BINDING ENGLISH TRANSLATION. IN CASE OF ANY DISCREPANCY BETWEEN THE ENGLISH TRANSLATION AND THE GERMAN VERSION THE GERMAN VERSION PREVAILS. Mandatory publication pursuant to Sections 34, 14 paras. 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz WpÜG) Shareholders of Biotest Aktiengesellschaft, in particular those who have their place of residence, seat or place of habitual abode in the United States of America or otherwise outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area should pay particular attention to the information contained in Section 1 (General information on the implementation of the Offer) of this Offer Document. OFFER DOCUMENT PUBLIC TAKEOVER OFFER (CASH OFFER) by Tiancheng (Germany) Pharmaceutical Holdings AG c/o Kirkland & Ellis International LLP Maximilianstraße Munich Germany to the shareholders of Biotest Aktiengesellschaft Landsteinerstraße Dreieich Germany for the acquisition of all no-par value ordinary bearer shares (ordinary shares) and all no-par value non-voting preferred bearer shares (preference shares) held by them in Biotest Aktiengesellschaft against cash consideration in the amount of EUR per ordinary share of Biotest Aktiengesellschaft and EUR per preference share of Biotest Aktiengesellschaft. Acceptance Period: 18 May 2017 to 15 June 2017, 24:00 hrs (local time Frankfurt am Main)/ 18:00 hrs (New York local time) Biotest Aktiengesellschaft Ordinary Shares: ISIN DE Biotest Aktiengesellschaft Preference Shares: ISIN DE Tendered Ordinary Shares: ISIN DE000A2E4TS2 Tendered Preference Shares: ISIN DE000A2E4TV6

2 TABLE OF CONTENTS 1. GENERAL INFORMATION ON THE IMPLEMENTATION OF THE OFFER Legal basis Special notice to Biotest Shareholders whose place of residence is in the United States or elsewhere outside of the Federal Republic of Germany, the member states of the European Union and the European Economic Area Publication of the decision to launch the Offer Review of the Offer Document by the German Federal Financial Supervisory Authority Publication and dissemination of this Offer Document Acceptance of the Offer outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area INFORMATION REGARDING THE STATEMENTS CONTAINED IN THE OFFER DOCUMENT General Status and source of the information contained in the Offer Document Forward-looking statements and intentions No updates SUMMARY OF THE OFFER OFFER ACCEPTANCE PERIOD Duration of the Acceptance Period Extension of the Acceptance Period Additional Acceptance Period DESCRIPTION OF THE BIDDER AND ITS SHAREHOLDER STRUCTURE Legal basis and capital structure of the Bidder Bidder's shareholder structure Persons acting jointly with the Bidder Biotest Shares currently held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights Information about securities acquisitions Possible future acquisitions of Biotest Shares DESCRIPTION OF BIOTEST AG Legal basis and capital structure Overview of the business activities of the Biotest Group Current business outlook Boards Persons acting jointly with Biotest AG

3 7.6 Information on the statements of the management board and the supervisory board of Biotest AG BACKGROUND OF THE OFFER Economic and strategic background of the Transaction Business Combination Agreement between Biotest AG, the Bidder and Tiancheng International INTENTIONS OF THE BIDDER AND THE BIDDER PARENT COMPANIES Future business activity, assets, future obligations of Biotest AG, registered office of Biotest AG and location of material parts of the business Employees, employee representation and employment conditions Members of the management board and the supervisory board of Biotest AG Possible structural measures Intentions with regard to the business activities of the Bidder EXPLANATION OF THE ADEQUACY OF THE OFFER PRICE Minimum consideration Economic adequacy of the Offer Price No compensation for loss of certain rights OFFICIAL APPROVALS AND PROCEDURES Required merger control approvals Foreign investment control procedures Status of proceedings Permission to publish this Offer Document OFFER CONDITIONS Offer Conditions Nonfulfillment of the Offer Conditions; waiver of Offer Conditions Publications concerning Offer Conditions ACCEPTANCE AND SETTLEMENT OF THE OFFER FOR BIOTEST SHARES Central Settlement Agent Declaration of acceptance and rebooking Further declarations of the Biotest Shareholders upon acceptance of the Offer Legal consequences of acceptance Settlement of the Offer and payment of the Offer Price after expiry of the Acceptance Period Acceptance of the Offer during the Additional Acceptance Period Settlement of the Offer and payment of the Offer Price after the expiry of the Additional Acceptance Period Costs and expenses Trading with the Tendered Biotest Shares FINANCING OF THE OFFER

4 14.1 Maximum consideration Financing measures Financing confirmation EXPECTED EFFECTS OF A SUCCESSFUL OFFER ON THE ASSETS, LIABILITIES, FINANCIAL POSITION AND RESULTS OF THE BIDDER AND TIANCHENG INTERNATIONAL Starting point and Assumptions Methodology and reservations Expected effects on the assets, liabilities, financial position and results of the Bidder Expected effects on the assets, liabilities, financial position and results of Tiancheng International Equity financing structure of Tiancheng International POTENTIAL EFFECTS FOR BIOTEST SHAREHOLDERS WHO DO NOT ACCEPT THE OFFER RIGHTS OF WITHDRAWAL Right of withdrawal in the event of an amendment of the Offer as well as in the event of the launch of a Competing Offer Exercise of the right of withdrawal PAYMENT OF MONEY OR OTHER CASH-EQUIVALENT BENEFITS GRANTED OR SUGGESTED TO MANAGEMENT BOARD MEMBERS OR SUPERVISORY BOARD MEMBERS OF BIOTEST AG AND POSSIBLE CONFLICTS OF INTEREST NO MANDATORY OFFER TAXES PUBLICATIONS AND NOTIFICATIONS GOVERNING LAW AND JURISDICTION DECLARATION OF ASSUMPTION OF RESPONSIBILITY

5 ANNEXES Annex 1: Annex 2: Annex 3: Annex 4: Shareholder structure of the Bidder Persons acting jointly with the Bidder List of direct and indirect subsidiaries of Biotest AG Financing confirmation of Industrial and Commercial Bank of China Limited Frankfurt Branch 5

6 1. GENERAL INFORMATION ON THE IMPLEMENTATION OF THE OFFER 1.1 Legal basis The takeover offer (the "Offer") contained in this offer document (the "Offer Document") by Tiancheng (Germany) Pharmaceutical Holdings AG, a stock corporation (Aktiengesellschaft) established under German law, with registered office in Munich, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB (the "Bidder"), is a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) to all shareholders of Biotest Aktiengesellschaft (the "Biotest Shareholders") for the acquisition of all no-par value ordinary bearer shares (ISIN DE ) (each an "Ordinary Share", and collectively the "Ordinary Shares") and for the acquisition of all no-par value non-voting preferred bearer shares (ISIN DE ) (each a "Preference Share", and collectively the "Preference Shares"), including all ancillary rights, in particular the right to dividends, existing at the time of settlement of the Offer, each Ordinary Share and Preference Share representing a proportionate amount of EUR 1.00 of the share capital (each a "Biotest Share" and collectively, the "Biotest Shares") in Biotest Aktiengesellschaft, a stock corporation (Aktiengesellschaft) established under German law, with registered office in Dreieich, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Offenbach am Main under HRB ("Biotest" or "Biotest AG", together with its direct and indirect subsidiaries, the "Biotest Group"), in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz "WpÜG") and the Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG-Angebotsverordnung "WpÜG-Offer Regulation", and together with the WpÜG, the "German Takeover Law"). The Offer relates to all Biotest Shares and will be implemented solely in accordance with the German Takeover Law and certain applicable securities law provisions of the United States of America (the "United States" or "U.S."). 1.2 Special notice to Biotest Shareholders whose place of residence is in the United States or elsewhere outside of the Federal Republic of Germany, the member states of the European Union and the European Economic Area The Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer will not be submitted to the review or registration procedures of any securities regulator outside of the Federal Republic of Germany and has not been approved or recommended by any such securities regulator. Biotest Shareholders in the United States should note that this Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and the shares of which are not registered under Section 12 of the U.S. Exchange Act. The Offer is being made in the United States in reliance on the Tier 1 exemption from certain requirements of the U.S. Exchange Act and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is 6

7 subject to United States securities laws, such laws only apply to holders of Biotest Shares in the United States, and no other person has any claims under such laws. In accordance with Rule 14e-5(b)(12)(i) of the U.S. Exchange Act, the Bidder may acquire, or make arrangements to acquire, Biotest Shares other than in the course of the Offer, on or off the stock exchange during the period in which the Offer remains open for acceptance, provided such acquisitions comply with the applicable German statutory provisions, in particular the WpÜG, and the Offer Price (as defined in Section 4 of this Offer Document) must be increased to match any consideration paid outside the Offer if higher than the Offer Price. Information about such acquisitions or arrangements to acquire will be published in accordance with Section 23 para. 2 WpÜG. Such information will also be published by way of an English translation on the Bidder's website at Shareholders residing in a country outside of the Federal Republic of Germany, may have difficulties to enforce rights and claims arising outside of the laws of their country of residency, since Biotest is incorporated in the Federal Republic of Germany and some or all of its officers and directors may be residents of a country other than their country of residency. Shareholders may not be able to sue, in a court in their country of residency, a foreign company or its officers or directors for violations of the laws of their country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of their country of residency. The receipt of cash pursuant to the Offer may be a taxable transaction under applicable tax laws, including those of the shareholders' country of residency. Each of is the shareholders are urged to consult their independent professional advisor immediately regarding the tax consequences of acceptance of the Offer. Neither the Bidder nor any persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG nor any of its or their directors, officers or employees accept responsibility for any tax effects on or liabilities of any person as a result of the acceptance of the Offer. 1.3 Publication of the decision to launch the Offer On 7 April 2017, the Bidder published its decision to launch the Offer in accordance with Section 10 para. 1 sentence 1 WpÜG. The publication and a non-binding English translation are available on the internet at Review of the Offer Document by the German Federal Financial Supervisory Authority The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht "BaFin") has reviewed this Offer Document in the German version in accordance with the German Takeover Law and permitted its publication on 17 May Registrations, admissions or approvals of this Offer Document and/or of the Offer under any laws other than the laws of the Federal Republic of Germany have neither been made nor are they intended. 7

8 1.5 Publication and dissemination of this Offer Document This Offer Document is published on 18 May 2017 by way of (i) announcement on the internet at and (ii) keeping available copies of this Offer Document free of charge at Baader Bank Aktiengesellschaft, Weihenstephaner Straße 4, Unterschleißheim, Germany (inquiries by fax to or to The announcement about keeping available copies of this Offer Document free of charge in the Federal Republic of Germany and the internet address at which the publication of the Offer Document occurs will be published on 18 May 2017 in the Federal Gazette (Bundesanzeiger). In addition, a non-binding English translation of the Offer Document, which has not been reviewed by BaFin, has been made available at The publication, dispatch, distribution or dissemination of this Offer Document or other documents related to the Offer outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States may be subject to legal restrictions. This Offer Document and other documents related to the Offer may not be dispatched to, or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of this Offer Document by third parties outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute or disseminate this Offer Document outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions. 1.6 Acceptance of the Offer outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area The Offer may be accepted by all domestic and foreign Biotest Shareholders in accordance with the terms outlined in this Offer Document and the applicable statutory provisions. However, acceptance of the Offer outside of the Federal Republic of Germany, the member states of the European Union and the European Economic Area or the United States may be subject to certain legal restrictions as a result of local regulations. Biotest Shareholders who come into possession of the Offer Document outside of the Federal Republic of Germany, the member states of the European Union and the European Economic Area or the United States, who wish to accept the Offer outside of the Federal Republic of Germany, the member states of the European Union and the European Economic Area or the United States and/or who are subject to legal provisions other than those of the Federal Republic of Germany, the member states of the European Union and the European Economic Area or the United States are advised to inform themselves of the relevant applicable legal provisions and to comply with them. The Bidder assumes no responsibility for acceptance of the Offer outside of the Federal Republic of Germany, the member states of the European Union and the European Economic Area or the United States being permissible under the relevant applicable legal provisions. 8

9 2. INFORMATION REGARDING THE STATEMENTS CONTAINED IN THE OFFER DOCUMENT 2.1 General Except as otherwise stated, references to time in this Offer Document are references to local time in Frankfurt am Main, Germany. To the extent that expressions such as "currently", "at the present time", "at the moment", "now", "at present" or "today" are used in this Offer Document, they refer to the date of publication of this Offer Document, i.e. 18 May References in this Offer Document to "Banking Day" refer to any day on which banks in Frankfurt am Main, Germany, are open for general business. The specification "EUR" relates to the Euro currency; "TEUR" means one thousand euros. The specification "USD" relates to the United States Dollar currency, the specification "RMB" refers to the legal currency of the People's Republic of China and the specification "HKD" relates to the Hong Kong Dollar currency. "LIBOR" refers to the London interbank interest rate for Euro which applies to a loan. The Bidder has not authorized third parties to make statements about the Offer or this Offer Document. If third parties nevertheless make such statements, these shall be attributable neither to the Bidder nor to the persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG. 2.2 Status and source of the information contained in the Offer Document The information about Biotest and its affiliates within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz "AktG") contained in this Offer Document is based on generally accessible sources of information (e.g. published annual financial statements, press releases and analyst presentations). In particular, the annual report of Biotest for the financial year 2016, which may be downloaded from the internet at was used for preparation of this Offer Document. The Bidder did not separately verify the accuracy of information accessible to the public. Prior to its decision to launch the Offer, the Bidder carried out a due diligence review (the "Due Diligence Review") of the Biotest Group. Under the Due Diligence Review, the Bidder and its advisors were granted access to certain documents in a virtual data room relating to the operating and financial condition and the legal and contractual relationships of the Biotest Group from 8 February 2017 to 23 March In addition, the Bidder was provided with oral explanations on the aforementioned issues during telephone conferences and physical meetings between 2 March 2017 and 16 March Certain members of the transaction team of Creat (as defined in Section 6.2 in this Offer Document) and its legal and financial advisors as well as the management of Biotest AG, members of the legal department as well as legal and financial advisors of Biotest AG participated in such telephone conferences and physical meetings. 2.3 Forward-looking statements and intentions The Offer Document includes certain forward-looking statements. These statements are related to future events and contain words such as "expect", "believe", "anticipate", "intend", "seek", "assume", "would", "consider" or similar formulations. 9

10 Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and involve known and unknown risks and uncertainties, many of which are beyond the Bidder's control and beyond the control of the persons' acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG and all of which are based on the Bidder's and the persons' acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG current beliefs and expectations about future events. These forward looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. No assurance can be given that such future expectations will be achieved. These risks, uncertainties and assumptions include, but are not limited to, the acceptance of the Offer by Biotest Shareholders to an extent such that their Ordinary Shares represent at least seventy-five percent of the outstanding Ordinary Shares, which is a condition to the consummation of the Offer, the ability of the Bidder to obtain the requisite regulatory approvals required to complete the Offer, the satisfaction of the other conditions to the consummation of the proposed transactions, the timing of settlement of the Offer, and the impact of the announcement or consummation of the proposed transactions on the relationships of the Bidder and Biotest, including with employees, suppliers and customers. In addition, there can be no assurance that the Offer will result in the acquisition of Biotest. The forwardlooking statements contained in the Offer Document may prove to be inaccurate, and future events and developments may differ materially from the forward-looking statements contained in the Offer Document. The Bidder and the persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG expressly disclaim any obligation or undertaking to update these forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law. It is possible that the Bidder may change its intentions and evaluations expressed in this Offer Document after the publication of the Offer Document. 2.4 No updates The Bidder will update this Offer Document (also with regard to any changed intentions of the Bidder) only to the extent required pursuant to the WpÜG. 3. SUMMARY OF THE OFFER Note: The following summary contains an overview of certain information contained in this Offer Document. It is supplemented by the information and statements reflected elsewhere in this Offer Document and is to be read in connection with them. With regard to defined terms, the definitions contained in this Offer Document (in some cases set out further below) apply. This summary does not contain all information that could be relevant to the Biotest Shareholders. All Biotest Shareholders should therefore carefully read the entire Offer Document. Bidder: Tiancheng (Germany) Pharmaceutical Holdings AG c/o Kirkland & Ellis International LLP Maximilianstraße Munich 10

11 Germany Target Company: Subject of the Offer: Offer Price: Acceptance Period: Biotest Aktiengesellschaft Landsteinerstraße Dreieich Germany Acquisition of all no-par value ordinary bearer shares (ISIN DE ) and all no-par value non-voting preferred bearer shares (ISIN DE ), each share representing a proportionate amount of EUR 1.00 of the share capital in Biotest AG, including all ancillary rights existing at the time of settlement of the Offer, in particular, the right to share in profits. EUR per Ordinary Share EUR per Preference Share 18 May 2017 through 15 June 2017, 24:00 hrs (Frankfurt am Main local time)/18:00 hrs (New York local time). Additional Period: Acceptance The Additional Acceptance Period will presumably begin on 22 June 2017 and end on 5 July 2017, 24:00 hrs (Frankfurt am Main local time)/18:00 hrs (New York local time). Offer Conditions: The Offer and the contracts which come into existence as a result of its acceptance by the Biotest Shareholders are subject to the conditions set forth in Section 12.1 of this Offer Document. These can be summarized as follows: issue of merger control approval by the competent authority in Turkey (Section of this Offer Document); foreign investment control approval in the Federal Republic of Germany by the Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie) and in the United States by the Committee on Foreign Investments in the United States (CFIUS) (Section and Section of this Offer Document); achievement of a minimum acceptance threshold of at least 75% of all Ordinary Shares (Section of this Offer Document). The Bidder will seek to complete the merger control approval (see Section of this Offer Document) and all foreign investment control approvals (see Section and Section of this Offer Document) by August However, such timing cannot be 11

12 guaranteed and may be subject to change. The merger control procedure and foreign investment control procedures have to be completed by no later than 20 January 2018 (see Section through Section of this Offer Document). If the Offer Conditions specified in Section 12.1 of this Offer Document have either not occurred until the applicable date or have definitively failed before these dates and the Bidder has not previously effectively waived them, the Offer shall lapse and the contracts which come into existence with provisionally effect as a result of accepting the Offer will not become effective and will not be consummated; delivered Biotest Shares will be returned. ISIN: Acceptance of the Offer: Costs of acceptance: Ordinary Shares: ISIN DE Preference Shares: ISIN DE Tendered Ordinary Shares: ISIN DE000A2E4TS2 Tendered Preference Shares: ISIN DE000A2E4TV6 Acceptance of the Offer is to be declared in writing or electronically by the respective Biotest Shareholder during the Acceptance Period or the Additional Acceptance Period vis-á-vis the Custodian Bank (as defined in Section 13.2 of this Offer Document). It will not become valid until timely rebooking of the Ordinary Shares for which the Offer has been accepted (the "Tendered Ordinary Shares") into ISIN DE000A2E4TS2 and, for the Preference Shares for which the Offer have been accepted (the "Tendered Preference Shares", together with the Tendered Ordinary Shares, the "Tendered Biotest Shares") into ISIN DE000A2E4TV6 at Clearstream Banking AG. Until the settlement of the Offer, the Tendered Biotest Shares for which the declaration of acceptance has taken effect shall remain in the securities deposit of the Biotest Shareholder accepting the Offer. Acceptance of the Offer pursuant to the provisions in Section 13.8 of this Offer Document will in principle be free of costs and expenses of the Custodian Banks (as defined in Section 13.2 of this Offer Document) for the Biotest Shareholders who hold their Biotest Shares in a securities deposit account in the Federal Republic of Germany (except for the costs for transmitting the Declaration of Acceptance to the relevant Custodian Bank). However, any additional costs and expenses charged by Custodian Banks or foreign investment service 12

13 providers and any expenses incurred outside of the Federal Republic of Germany must be borne by the respective Biotest Shareholders. Any foreign exchange, sales taxes or stamp duty arising from the acceptance of the Offer shall similarly be borne by the respective Biotest Shareholder. Stock exchange trading: Publications: Settlement: The Tendered Biotest Shares can be traded, in accordance with the more detailed provisions of Section 13.9 of this Offer Document, under ISIN DE000A2E4TS2 and ISIN DE000A2E4TV6, respectively on the regulated market of the Frankfurt Stock Exchange (Prime Standard). Trading will presumably start on the third Banking Day after the commencement of the Acceptance Period. There is no guarantee that such trading will in fact take place after the commencement of the Acceptance Period. Trading will be suspended (i) at the end of the last day of the Acceptance Period if all Offer Conditions have been met or effectively waived or (ii) at the end of the third stock exchange trading day preceding the settlement of this Offer. Stock exchange trading during the Additional Acceptance Period is not generally provided. However, such trading will take place if the merger control approval and foreign investment control approvals have not occurred by the end of the Acceptance Period. This Offer Document, the publication of which was permitted by BaFin on 17 May 2017, will be published on 18 May 2017 by way of (i) publication on the internet (together with a non-binding English translation) at and (ii) keeping available copies of this Offer Document free of charge at Baader Bank Aktiengesellschaft, Weihenstephaner Straße 4, Unterschleißheim, Germany (inquiries by fax to or to documentation@baaderbank.de). The announcement about keeping available copies of this Offer Document free of charge in Germany and the internet address at which the publication of the Offer Document occurs will be published on 18 May 2017 in the Federal Gazette (Bundesanzeiger). All announcements and publications required under the WpÜG will be published on the internet at (in German and a non-binding English translation). Announcements and publications required pursuant to the WpÜG will also be published in the Federal Gazette (Bundesanzeiger). With regard to the Tendered Biotest Shares during the 13

14 Acceptance Period, payment of the Offer Price will be effected without undue delay, but no later than on the eighth Banking Day following expiry of the Acceptance Period subject to the completion of the Offer Conditions set forth in Section 12.1 of this Offer Document. With regard to the Tendered Biotest Shares during the Additional Acceptance Period, payment of the Offer Price will be effected without undue delay, but no later than on the eighth Banking Day following expiry of the Additional Acceptance Period subject to the completion of the Offer Conditions set forth in Section 12.1 of this Offer Document. Whereas, if the Offer Conditions pursuant to Section through Section of this Offer Document, which the Bidder has not previously effectively waived, have not been fulfilled by the time of expiry of the Acceptance Period or of the Additional Acceptance Period, payment of the Offer Price for the Tendered Biotest Shares tendered during the Acceptance Period and the Additional Acceptance Period will be effected without undue delay, but no later than on the eighth Banking Day after the day on which the Bidder announces pursuant to Section 12.3 of this Offer Document that all Offer Conditions described in Section 12.1 (unless previously effectively waived) have been fulfilled. As a result of the merger control procedure and foreign investment control procedures which need to be conducted (see Section 11 of this Offer Document), settlement of the Offer and payment of the Offer Price to the accepting Biotest Shareholders may be delayed until 31 January 2018 or may not take place at all. The Bidder, however, will seek to complete the merger control procedure and foreign investment control procedures by August However, such timing cannot be guaranteed and may be subject to change. 4. OFFER The Bidder hereby offers to acquire all Ordinary Shares (ISIN DE ) and all Preference Shares (ISIN DE ) in Biotest AG, including all ancillary rights, in particular the right to dividends, existing at the time of settlement of the Offer, each share representing a proportionate amount of EUR 1.00 of the share capital of Biotest AG, at a cash consideration in the amount of (the "Offer Price") EUR per Ordinary Share EUR per Preference Share subject to the terms and conditions set forth in this Offer Document. 14

15 5. ACCEPTANCE PERIOD 5.1 Duration of the Acceptance Period The period for acceptance of the Offer begins upon publication of this Offer Document on 18 May It ends on 15 June 2017, 24:00 hrs (Frankfurt am Main local time)/18:00 hrs (New York local time). 5.2 Extension of the Acceptance Period In the circumstances set out below, the period for acceptance of the Offer will in each case be extended automatically as follows: The Bidder may amend the Offer up to one working day (Werktag) before expiry of the Acceptance Period in accordance with Section 21 WpÜG. In the event of an amendment to the Offer in accordance with Section 21 WpÜG, the Acceptance Period pursuant to Section 5.1 of this Offer Document will be extended by two weeks if publication of the amendment takes place within the last two weeks before expiry of the Acceptance Period (Section 21 para. 5 WpÜG), i.e. until 29 June 2017, 24:00 hrs (Frankfurt am Main local time)/18:00 hrs (New York local time). This shall apply even if the amended Offer is prohibited or contravenes statutory provisions. If a competing offer is made by a third party (the "Competing Offer") during the Acceptance Period of this Offer and if the Acceptance Period for the present Offer expires prior to expiry of the acceptance period for the Competing Offer, the Acceptance Period for the present Offer shall be extended to correspond to the expiry date of the acceptance period for the Competing Offer (Section 22 para. 2 WpÜG). This shall apply even if the Competing Offer is amended or prohibited or contravenes statutory provisions. If a general meeting (Hauptversammlung) of Biotest AG is convened in connection with this Offer following publication of the Offer Document, the Acceptance Period in accordance with Section 16 para. 3 WpÜG will be extended to ten weeks after publication of the Offer Document. The Acceptance Period would then end on 27 July 2017, 24:00 hrs (Frankfurt am Main local time)/18:00 hrs (New York local time). The period for acceptance of the Offer, including all extensions of such period in accordance with the provisions of the WpÜG (but excluding the Additional Acceptance Period described in Section 5.3 of this Offer Document), is uniformly referred to as the "Acceptance Period" in this Offer Document. The Bidder will publish each extension of the Acceptance Period in accordance with the statements in Section 21 of this Offer Document. With regard to the right of withdrawal in the event of an amendment to the Offer or the launching of a Competing Offer, please refer to the statements contained in Section 17 of this Offer Document. 5.3 Additional Acceptance Period Biotest Shareholders that have not accepted the Offer within the Acceptance Period can still accept the Offer within two weeks after publication of the results of the Offer by the Bidder in accordance with Section 23 para. 1 sentence 1 no. 2 WpÜG (the 15

16 "Additional Acceptance Period"), provided none of the Offer Conditions set forth in Section 12.1 of this Offer Document have ultimately lapsed as at the end of the Acceptance Period and such condition has not been effectively waived in advance. This means that the Offer can only be accepted during the Additional Acceptance Period if the minimum acceptance threshold (please refer to Section of this Offer Document) has been met as of the end of the Acceptance Period. After the end of the Additional Acceptance Period, the Offer cannot be accepted anymore unless sell-out rights in accordance with Section 39c WpÜG (as further described in Section 16(h) of this Offer Document) exist. Subject to an extension of the Acceptance Period pursuant to Section 5.2 of this Offer Document, the Additional Acceptance Period will presumably begin on 22 June 2017 and end on 5 July 2017, 24:00 hrs (Frankfurt am Main local time)/18:00 hrs (New York local time). 6. DESCRIPTION OF THE BIDDER AND ITS SHAREHOLDER STRUCTURE 6.1 Legal basis and capital structure of the Bidder The Bidder, Tiancheng (Germany) Pharmaceutical Holdings AG, is a stock corporation (Aktiengesellschaft) under German law with registered office in Munich, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB The current business address of the Bidder is: c/o Kirkland & Ellis International LLP, Maximilianstraße 11, Munich, Germany. The share capital of the Bidder amounts to EUR 50,000 which is divided into 50,000 no-par value registered shares. The shares of the Bidder are not listed on a stock exchange. The Bidder was established on 20 January 2017 in Munich, Germany. The corporate purpose of the Bidder includes, inter alia, the administration of its assets as well as the acquisition, sale, holding and administration of participations in companies which are nationally and internationally active. The management board of the Bidder has one member, Kevin Lane, with business address at c/o Kirkland & Ellis International LLP, Maximilianstraße 11, Munich, Germany. The members of the supervisory board of the Bidder are Ng Yuk, Tan Yang and John Perkins. The Bidder currently holds no shares in other undertakings and has no employees. 6.2 Bidder's shareholder structure The companies and persons described in the following Sections through (collectively, the "Bidder Parent Shareholders") directly or indirectly hold participations in the Bidder. An overview of the current shareholder structure of the Bidder as described in the following is shown in the chart contained in Annex 1. The sole shareholder of the Bidder is Tiancheng International Investment Limited, a private company limited by shares under the laws of Hong Kong with registered office in Hong Kong, Hong Kong Special Administrative Region of the People s Republic China, registered in the companies registry of Hong Kong SAR under registration number ("Tiancheng International"). Tiancheng Fortune Management Limited, a private company limited by shares under the laws of Hong Kong with registered office in Hong Kong, Hong Kong Special Administrative Region of the People s Republic China, registered in the companies 16

17 registry of Hong Kong SAR under registration number ("Tiancheng Fortune") has a shareholding of 44% in Tiancheng International and controlling influence in Tiancheng International. Other minority shareholders hold an aggregate amount of 56% of the shares in Tiancheng International without exercising controlling influence and which do not qualify as persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG. In connection with the Equity Financing (as defined in Section 14.2 of this Offer Document), Tiancheng International intends to issue, if appropriate at such point in time, new shares to additional shareholders (the "Additional Tiancheng Shareholders") that will not exercise controlling influence over Tiancheng International or the Bidder and which do not qualify as persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG. The sole shareholder of Tiancheng Fortune is Creat Tiancheng Investment Holdings Co., Ltd., a private limited liability company under the laws of the People's Republic of China with registered office in Nanchang, People's Republic of China, registered under China uniform social credit code X ("Creat Tiancheng"). Creat Group Co., Ltd., a private limited liability company under the laws of the People's Republic of China with registered office in Nanchang, People's Republic of China, registered under China uniform social credit code ("Creat Group") has a direct shareholding of 40% in Creat Tiancheng and an indirect shareholding of 10% in Creat Tiancheng via its fully owned subsidiary Guangcai Industry LLC, a limited liability company under the laws of the People's Republic of China with registered office in Beijing, People's Republic of China, registered under China uniform social credit code M. Creat Group exercises controlling influence in Creat Tiancheng. Other minority shareholders hold an aggregate amount of 50% of the shares in Creat Tiancheng without exercising controlling influence and which do not qualify as persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG. The shareholders of Creat Group are three individual persons. Yuewen Zheng holds 54% of the shares in Creat Group and exercises controlling influence in Creat Group (Yuewen Zheng together with Creat Group and Creat Group's direct and indirect subsidiaries, "Creat"). The two minority shareholders hold an aggregate amount of 46% of the shares in Creat Group without exercising controlling influence and which do not qualify as persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG Information about Tiancheng International Tiancheng International is a private company limited by shares under the laws of Hong Kong with registered office in Hong Kong, Hong Kong Special Administrative Region of the People s Republic China, registered in the companies registry of Hong Kong SAR under registration number The share capital of Tiancheng International amounts to RMB 10,000,000,000. The business address of Tiancheng International is at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, Hong Kong Special Administrative Region of the People s Republic China. Tiancheng International is a holding company with the purpose of administration, holding, acquisition and disposal of participations in companies. The board of directors of Tiancheng International consists of the following members: 17

18 Kieu Hoang, director since January 2017; Jingzu Li, director since January 2017; Yuk Ng, director since May 2016; Tan Yang, director since May 2016; and Huifang Zhang, director since January Information about Tiancheng Fortune Tiancheng Fortune is a private company limited by shares under the laws of Hong Kong with registered office in Hong Kong, Hong Kong Special Administrative Region of the People s Republic China, registered in the companies registry of Hong Kong SAR under registration number The share capital of Tiancheng Fortune consists of one issued share with a nominal amount of HKD The business address of Tiancheng Fortune is at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, Hong Kong Special Administrative Region of the People s Republic China. Tiancheng Fortune is a holding company with the purpose of administration, holding, acquisition and disposal of participations in companies. The board of directors of Tiancheng Fortune consists of the following member: Yuk Ng, director since May Information about Creat Tiancheng Creat Tiancheng is a private limited liability company under the laws of the People's Republic of China with registered office in Nanchang, People's Republic of China, registered under China uniform social credit code X. The share capital of Creat Tiancheng amounts to RMB 520,000,000. The business address of Creat Tiancheng is at 8/F, Tower 1, Fortune Tower, No. 4 Huixin East Street, Chaoyang District, Beijing, People's Republic of China. Creat Tiancheng is a professional investment holding company in the biopharmaceuticals industry. It is invested in China's largest listed blood products company, Shanghai RAAS Blood Products Co., Ltd. and in 2016, Creat Tiancheng acquired, indirectly via Tiancheng International, Bio Products Laboratory ("BPL"), a UK-based manufacturer of plasma-derived protein therapies. Creat Tiancheng has 21 employees. The board of directors of Creat Tiancheng consists of the following members: Yuewen Zheng, chairman since April 2016; Yuk Ng, executive chairman since April 2016; Mingzhang Lin, director since April 2016; Lingshan Zeng, director since April 2016; Heng Guo, director since April 2016; Yonghong Mao, director since April 2016; and Kequn Yuan, director since April

19 6.2.4 Information about Creat Group Creat Group is a private limited liability company under the laws of the People's Republic of China with registered office in Nanchang, People's Republic of China, registered under China uniform social credit code The share capital of Creat Group amounts to RMB 130,000,000. The business address of Creat Group is at 8/F, Tower 1, Fortune Tower, No. 4 Huixin East Street, Chaoyang District, Beijing, People's Republic of China. Creat Group was founded in September 1991 and is mainly focused on equity investment across biopharmaceuticals, financial services, high-end equipment manufacturing, modern agriculture, mining and other industries. In 2013, Creat Group, together with its direct and indirect subsidiaries, underwent a strategic transformation and strategic refocus, switching from a pure investment group to an industrial operations group. It identified the plasma products industry as a cornerstone of its future development and decided to globally integrate its efforts in this field by committing both personnel and financial resources. Creat Group is committed to longterm industrial operations in this sector and, more broadly, the development of global biopharma. Creat Group has 51 employees. Creat Group's board of directors consists of the following members: Yuewen Zheng, chairman since November 2012; Yuk Ng, vice chairman since November 2012; Mingzhang Lin, director since November 2012; and Jinghan Ge, director since November Information about Yuewen Zheng Mr. Yuewen Zheng was born in January 1962 and is Creat Group's founder and chairman of the board. His business address is 8/F, Tower 1, Fortune Tower, No. 4 Huixin East Street, Chaoyang District, Beijing, People's Republic of China. Currently, Mr. Zheng also holds positions as chairman of the China Chamber of Commerce for Private Economic Cooperation, chairman of China-Africa Business Council for the Private Sector, chairman of General Chamber of Commerce for Jiangxi's Merchants, executive director of China Glory Society, executive vice president of China Non-Governmental Science Technology Entrepreneurs Association, and chairman of Jiangxi Chamber of Commerce in Beijing. Mr. Zheng holds a PhD degree in Finance. Mr. Zheng has been awarded the Outstanding Chinese Private Science and Technology Entrepreneur, Outstanding Chinese Private Entrepreneur, Innovators of China's 30 Years of Reform and Opening Up and other honorary titles. Besides his shareholdings in Creat Group, Mr. Zheng holds 86% of the shares in Beijing Jiangxi's Merchants Investment Co., Ltd., a private limited company under the laws of the People's Republic of China with registered office in Beijing, People's Republic of China, registered under China uniform social credit code with registered business address at 19/F, No. 2A, Wangjing- Zhonghuannan Road, Chaoyang District, Beijing, China ("Beijing Jiangxi's Merchants") and exercises controlling influence in Beijing Jiangxi's Merchants. 19

20 6.3 Persons acting jointly with the Bidder The companies and persons set forth in Part 1 and 2 of Annex 2 are persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG at the time of the publication of the Offer Document. The companies and persons outlined in Part 1 of Annex 2 are controlling the Bidder directly or indirectly (the Bidder Parent Shareholders) at the time of the publication of the Offer Document. The companies outlined in Part 2 of Annex 2 are further (indirect) subsidiaries of the Bidder Parent Shareholders which, in each case, are not persons that control the Bidder. Upon conclusion of the Business Combination Agreement (as defined in Section 8.2 of this Offer Document) and the agreed cooperation therein with regard to the future business activity of Biotest AG, Biotest AG is considered to be a person acting jointly with the Bidder in accordance with Section 2 para. 5 WpÜG. Beyond this, there are no further persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG. 6.4 Biotest Shares currently held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights At the time of the publication of the Offer Document, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor their subsidiaries hold Biotest Shares or voting rights based on Biotest Shares and no voting rights based on Biotest Shares are attributable to them in accordance with Section 30 WpÜG. On 7 April 2017, the Bidder and Tiancheng International entered into an irrevocable undertaking with OGEL GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) with its statutory seat in Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 82205, as the controlling shareholder of Biotest, pursuant to which OGEL GmbH undertakes to accept the Offer and to tender and transfer all of its Ordinary Shares to the Bidder in accordance with the terms and conditions set out by this Offer (the "Irrevocable Undertaking"). As of 7 April 2017, OGEL GmbH held 10,013,417 or 50.61% of the Ordinary Shares of Biotest AG, which corresponds to 50.61% of the voting rights and 25.3% of the share capital of Biotest AG. The Irrevocable Undertaking is considered a financial instrument, subject to the notification obligations pursuant to Sections 25, 25a German Securities Trading Act (Wertpapierhandelsgesetz - "WpHG"). The conclusion of the Irrevocable Undertaking is attributable to the Bidder Parent Shareholders within the meaning of Section 25 para. 1 no. 2 WpHG. Neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor their subsidiaries hold other than the aforementioned financial instruments or voting rights in relation to Biotest, nor are any voting rights resulting from such attributable to them. 6.5 Information about securities acquisitions Besides the Irrevocable Undertaking (as described in Section 6.4 of this Offer Document), neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para 5 WpÜG nor their subsidiaries have acquired Biotest 20

21 Shares nor concluded any agreement for the acquisition of Biotest Shares during the six-month period prior to 7 April 2017 (the day of the publication of the decision to make this Offer) until 18 May 2017 (the day of the publication of this Offer Document). 6.6 Possible future acquisitions of Biotest Shares The Bidder reserves the right, within the limits of the law, to acquire, directly or indirectly, additional Biotest Shares outside of the Offer on or off the stock exchange. Any such purchases or arrangements to purchase Biotest Shares will be made in compliance with applicable laws. Any information about such potential acquisitions, including the number and price of the acquired Biotest Shares, will be published in accordance with the applicable statutory provisions, especially Section 23 para. 2 WpÜG in conjunction with Section 14 para. 3 sentence 1 WpÜG, in the Federal Gazette (Bundesanzeiger) and on the internet at Corresponding information will also be published by way of an English translation at 7. DESCRIPTION OF BIOTEST AG 7.1 Legal basis and capital structure Biotest AG is a stock corporation (Aktiengesellschaft) established under German law, with registered office in Dreieich, Germany, registered in the commercial register of the local court of Offenbach am Main under HRB The administrative headquarter of Biotest AG is located in Dreieich, Germany. At the time of publication of the Offer Document, the share capital of Biotest AG amounts to EUR 39,571,452 and is divided into 19,785,726 Ordinary Shares and 19,785,726 Preferences Shares, each with a proportionate amount of EUR 1.00 per Biotest Share of the share capital. The Biotest Shares are no-par value bearer shares. Each Ordinary Share entitles to one vote. The Preference Shares do not carry any voting rights. According to voting rights notifications received by Biotest from its shareholders that are published on the Biotest homepage, the following shareholders hold more than 3% of the voting rights in Biotest: OGEL GmbH as majority shareholder holds as of 7 April ,013,417 or 50.61% of the Ordinary Shares. Furthermore, as of 21 April 2017, Kreissparkasse Biberach holds 3,002,285 or 15.17% of the Ordinary Shares. According to the voting rights notification dated 28 April 2017, JO Hambro Capital Management Ltd. holds 792,232 or 4.00% of the Ordinary Shares, and furthermore financial instruments within the meaning of Sec. 25 para. 1 no. 1 WpHG relating to 239,032 or 1.21% of the Ordinary Shares. In addition, LBBW Asset Management Investmentgesellschaft mbh holds 1,470,079 or 7.43% of the Ordinary Shares in accordance with to Section 22 para. 1 sentence 1 No. 6 WpHG. The remaining Ordinary Shares are in free float. The Ordinary Shares and the Preference Shares are admitted to trading on the regulated market (Regulierter Markt) with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, the Ordinary Shares under ISIN DE and the Preference Shares under ISIN DE and are 21

22 tradable via the XETRA electronic trading system and via the Tradegate Exchange electronic trading system. In addition, the Biotest Shares are traded in the open market (Freiverkehr) at the stock exchanges in Berlin-Bremen, Duesseldorf, Frankfurt, Hamburg, Hannover, Munich and Stuttgart. The articles of association of Biotest AG do not provide for authorized capital or conditional capital. By resolution of the general meeting on 7 May 2015, Biotest AG was authorized in accordance with Section 71 para. 1 no. 8 AktG to acquire treasury shares amounting to up to ten percent of the share capital existing at the time of the resolution or, if this value is lower, of the share capital existing at the time of exercise of the authorization. At no time may the acquired shares together with other shares that are held by Biotest, or attributable to it in accordance with Section 71d AktG and Section 71e AktG, account for more than ten percent of the share capital. The authorization may not be used by Biotest AG for the purpose of trading in treasury shares. The authorization is valid until 6 May To the knowledge of the Bidder, the management board of Biotest AG has not made use of this authorization at the time of publication of the Offer Document and Biotest owns no treasury shares. 7.2 Overview of the business activities of the Biotest Group The Biotest Group is an internationally active supplier of plasma and plasma derived protein therapeutics. Its main therapeutic areas are hematology, immunology and intensive care medicine. The Biotest Group includes 17 subsidiaries that operate in over 70 countries throughout the world. As at 31 December 2016, the Biotest Group employed 2,527 fulltime employees. The business activities of the Biotest Group are comprised in the three segments therapy ("Therapy"), plasma and services ("Plasma & Services") and other ("Other"). In the Therapy segment, the Biotest Group focuses on product and development projects assigned to the indication areas of hematology, immunology and intensive care medicine. It provides life-enhancing or life-saving products used to treat patients around the world. In the Plasma & Services segment, plasma sales and toll manufacturing are combined. In this segment, Biotest sells sourced and specialty plasma to other plasma therapeutic manufactures. In the Other segment, Biotest reports on its merchandise business and all cross-divisional costs not allocated to the Therapy or Plasma & Services segments. Biotest's key customers include healthcare providers, pharmacies, hospitals, distributors, government health departments, and other buying groups. According to the annual report for the financial year 2016, the Biotest Group generated in the financial year 2016 a consolidated turnover of EUR million (previous year: EUR million). Of this, the Therapy segment accounted for EUR million (previous year: EUR million), the Plasma & Services segment for EUR million (previous year: EUR million) and Other for EUR 7.0 million (previous year: EUR 8.6 million). The segment Therapy contributed 62.7% to group sales (previous year: 67.3%). The segment Plasma & Services contributed 36.0% to group sales (previous year: 31.1%). The segment Other contributed 1.3% to group sales (previous year: 1.6%). The consolidated earnings 22

23 after taxes for the financial year 2016 equaled EUR 34.5 million (previous year: EUR 27.0 million). Over the last few years, Biotest faced operative challenges and has recorded several write-offs, primarily within its U.S. therapy business. In financial year 2016, EBIT of continuing and discontinued operations amounted to minus EUR 21.5 million, driven mostly by a loss of EUR 84 million from the therapy business. The loss included a write-off in the amount of EUR 50 million related to the sale of the U.S. therapy business along with costs associated with a termination of the agreement with the cooperation partner Kedrion Biopharma Inc., restructuring and inventories write-offs. In the third quarter of the financial year 2015, Biotest recorded a write-off of EUR 84 million and negative EUR 72 million in EBIT for the year. This performance was primarily due to weakness in the U.S. therapy business, including pricing pressures and slow Bivigam rollout, as well as failed clinical development processes for monoclonal antibodies BT 061 and Civacir. According to information provided by Biotest, the operative development in the financial year 2016 was characterized by a necessary re-alignment of the Biotest Group due to sustained price pressure that is partly due to additional fractionation capacities arising at various plasma companies around the world and gradually coming to market. Biotest decided, inter alia, to sell its therapy business and toll manufacturing in the United States ("ADMA Transaction") and further focused on the Biotest Next Level expansion project ("BNL Project") which started in The BNL Project aims to expand the production capacity at the headquarters in Dreieich, Germany and increase its profitability in order to compete with the increasing market pressure Biotest is currently facing. In relation to the BNL Project, Biotest is facing significant costs (including the associated clinical development and increasing rampup costs) resulting in a EUR 60 to 70 million estimated profit impact expected in 2017 as well as major capital expenditure requirements over the coming years. In addition, costs for research and development in the field of monoclonal antibodies of around EUR 10 million will, according to Biotest, impact earnings in In addition, the continued tense situation in the crisis regions, especially in the Middle East, negatively affected Biotest's recent results and was expected according to information from Biotest to continue to weigh on the business. Furthermore, on 24 March 2017, Biotest published a press release according to which its cooperation partner ImmunoGen, Inc. has elected not to exercise its late stage co-development option for the US-Market with Biotest's antibody-drug conjugate (BT-062). 7.3 Current business outlook Against a backdrop of the current transition period and operational challenges, Biotest's management released its 2017 profit (EBIT) guidance on 29 March Management guided towards EBIT in the range of EUR 46 million to EUR 48 million and sales growth in a low single-digit percentage range. This EBIT guidance was significantly below its 2016 EBIT for continuing operations of EUR 64 million and well below the market consensus at the time, which was EUR 72 million according to FactSet as of 29 March, 2017 and included projections by four brokers covering Biotest (Kepler Cheuvreux, Equinet (ESN), MainFirst Bank AG and Hauck & Aufhaeuser). In April 2017, Biotest recalled several batches of human albumin due to an equipment failure in the production of an albumin intermediate. While at the time of the 23

24 publication of the Offer Document, the financial impact of the recall is still being evaluated, Biotest further reduced its profit (EBIT) guidance for 2017 by EUR 25 million to EUR 30 million, resulting in an new implied profit (EBIT) guidance of EUR 16 million to 23 million (derived by subtracting EUR 25 million from high end of the previous guidance of EUR 48 million and EUR 30 million from the low end of the previous guidance of EUR 46 million), i.e. less than 50% of the EBIT guidance published on 29 March In addition, Biotest decreased its sales guidance for 2017 from low single-digit growth rate to the same absolute level as in the prior year. Considering the ongoing assessment of the financial impact of the recall, coupled with the current operational challenges and difficult transition period, in the view of the Bidder, Biotest might not be able to meet its longer-term financial targets as a standalone company. 7.4 Boards The management board of Biotest currently consists of Dr. Bernhard Ehmer (CEO), Dr. Michael Ramroth (CFO, Central Services) and Dr. Georg Floß (COO). The supervisory board of Biotest consists of six members. The current members of the supervisory board are Dr. Alessandro Banchi (Chairman), Dr. Cathrin Schleussner (Deputy Chairman), Kerstin Birkhahn*, Jürgen Heilmann*, Thomas Jakob, and Dr. Christoph Schröder (*refers to employee representatives). 7.5 Persons acting jointly with Biotest AG On the basis of the information in the possession of the Bidder at the time of publication of this Offer Document, the companies listed in Annex 3 are direct and indirect subsidiaries of Biotest AG and therefore are considered to be persons acting jointly with each other and with Biotest AG pursuant to Section 2 para. 5 sentence 2 in conjunction with sentence 3 WpÜG. Upon conclusion of the Business Combination Agreement (as defined in Section 8.2 of this Offer Document) and the agreed cooperation therein with regard to the future business activity of Biotest AG, the Bidder and Tiancheng International are considered to be persons acting jointly with Biotest AG in accordance with Section 2 para. 5 WpÜG. According to information available to the Bidder at the time of publication of this Offer Document, there are no other persons that are considered to be persons acting jointly with Biotest AG pursuant to Section 2 para. 5 WpÜG except for the Bidder, Tiancheng International and the companies outlined in Annex Information on the statements of the management board and the supervisory board of Biotest AG In accordance with Section 27 para. 1 WpÜG, the management board and the supervisory board of Biotest AG are each required to issue a statement on the Offer and all amendments thereof. The management board and the supervisory board of Biotest AG must publish this statement in each case without undue delay after the transmission of this Offer Document and any amendments by the Bidder in accordance with Section 14 para. 3 sentence 1 WpÜG. 24

25 8. BACKGROUND OF THE OFFER 8.1 Economic and strategic background of the Transaction The economic and strategic rationale of this Offer is the objective to strengthen and expand Biotest's global competitiveness by continuing to develop new products, further pursuing existing projects such as Biotest Next Level (BNL Project) as well as by expanding its international presence. The Bidder and Creat will provide the financial support to achieve Biotest's long-term objectives and continue corresponding substantial investments in products and facilities required over the coming years. The Bidder and Creat could help Biotest in a period of transformation and provide additional financial support to execute Biotest's medium to long-term strategy which otherwise would have been more challenging to achieve as a standalone company. The Bidder and Creat will together with Biotest determine the key focus areas for prioritized research and development and growth beyond the BNL Project. Existing products and products to be produced in accordance with Biotest's BNL strategy shall be sold internationally through the existing and affiliated sales network of Tiancheng International. The Bidder and Creat believe that the combination with Biotest (collectively the "Combined Group") will support the further development of their businesses and contribute significantly to the value of Creat s and Biotest s business. In particular, the Combined Group shall expand its position as a leading player in the global plasma industry by continuing to develop new products, by maintaining the highest quality standards, by continuing to pursue existing expansion projects and by expanding the international presence of the Combined Group. Apart from that, the Bidder has not yet evaluated further synergy potential between Creat and Biotest. Neither Tiancheng International nor the Bidder have yet assessed or calculated the possible impact of the realization of potential synergies on their businesses and/or the business of Biotest. 8.2 Business Combination Agreement between Biotest AG, the Bidder and Tiancheng International On 7 April 2017, the Bidder, Tiancheng International and Biotest entered into a business combination agreement (the "Business Combination Agreement") which stipulates the principal terms and conditions of this Offer as well as the mutual intentions and understanding with regard to this Offer. The material terms of the Business Combination Agreement can be summarized as follows: Material terms of the Offer In the Business Combination Agreement, the Bidder agreed to submit an offer based on the cash consideration as set forth in Section 4 of this Offer Document and the Offer Conditions described in Section 12.1 of this Offer Document Support of the Offer The management board and the supervisory board of Biotest AG will, to the extent legally possible and subject to applicable law and its fiduciary duties, welcome and support the Offer and will recommend the acceptance thereof in its statement pursuant to Section 27 para. 1 WpÜG. Such support and recommendation is subject to the 25

26 receipt of a fully financed Competing Offer by a third party which Biotest AG's management board determines to provide more favorable terms than this Offer. In this case, Biotest AG will have the right to terminate the Business Combination Agreement unless the Bidder exercises its right to amend its Offer in such a way that the amended offer is at least as or more favorable to Biotest than the competing offer. The parties to the Business Combination Agreement have also agreed to cooperate with each other in all respects relating to the Offer, in particular with regard to obtaining the necessary merger control approvals Annual general meeting The parties to the Business Combination Agreement agreed that Biotest shall procure, to the extent legally possible, that the annual general meeting for the financial year 2016 will be postponed until after the settlement of the Offer. If the settlement would not occur prior to 31 August 2017, Biotest will determine a date for the annual general meeting for the financial year 2016 in consultation with the Bidder Future cooperation The parties to the Business Combination Agreement agreed on certain guiding principles in relation to the proposed cooperation between the Bidder on the one side and Biotest on the other side. Please see Section 9 of this Offer Document for further details on the Bidder's intentions of Biotest Group as agreed on by the parties of and stipulated in the Business Combination Agreement. Biotest committed itself in the Business Combination Agreement to not propose any change in its articles of association, certificates of incorporation, bylaws or other constituent documents or to permit any member of the Biotest Group to do so until the settlement of this Offer, unless required by law, recommended with respect to legal changes or agreed between the parties of the Business Combination Agreement. In addition, Biotest shall not, and shall not permit any member of the Biotest Group to increase its share capital, issue convertible bonds and/or any securities or instruments convertible into shares, start any share repurchase program, carry out any other equity or equity-linked transactions that would increase the Offer Costs (as described in Section 14.1 of this Offer Document) or propose to the general meeting of Biotest to sell or otherwise dispose of, or transfer or encumber, any treasury shares. Neither Biotest nor any member of the Biotest Group shall enter into any new commitments to any research and development projects above EUR 1 million. Existing research and development projects which have not been initiated yet shall only be started after Creat Tiancheng has been given the opportunity to conduct diligence. Also, neither Biotest nor any member of the Biotest Group shall conclude any new binding partnerships that would restrict Biotest from selling or competing in any specific market or commit to future obligations requiring Biotest to investments in projects above EUR 2 million unless already approved by the supervisory board of Biotest AG. The Business Combination Agreement further stipulated that in case of a material breach of certain obligations stipulated in the Business Combination Agreement (as inter alia described in Section 9.1 of this Offer Document) by the Bidder or Tiancheng International, Tiancheng International shall pay all external and 26

27 transactional costs and proven damages of Biotest. Whereas Biotest shall pay all external and transactional costs and proven damages of Tiancheng International if Biotest materially breaches its obligations stipulated in the Business Combination Agreement to support the Offer (as described in Section of this Offer Document) Term of the Business Combination Agreement The Business Combination Agreement has a fixed term of five years. Each party has the right to terminate the Business Combination Agreement for cause. 9. INTENTIONS OF THE BIDDER AND THE BIDDER PARENT COMPANIES The intentions of the Bidder described below are the uniform intentions of the Bidder and the Bidder Parent Companies. Neither the Bidder nor the Bidder Parent Companies have any intentions of deviating from the intentions laid out in Sections 9.1 to 9.5 of this Offer Document. Such intentions shall not be construed to limit any rights of the Bidder which might arise from the potential conclusion of a domination and profit and loss transfer agreement pursuant to Section 291 AktG (as further described in Section 9.4 (b) of this Offer Document) between the Bidder and Biotest AG. Also, the management board of Biotest AG may at any time in its own responsibility carry-out and implement actions that contradict or are not fully in line with the intentions of the Bidder. 9.1 Future business activity, assets, future obligations of Biotest AG, registered office of Biotest AG and location of material parts of the business The Bidder intends to help Biotest in a period of transformation and provide the additional financial support required to execute Biotest's medium to long-term strategy which otherwise would be substantially more challenging to achieve as a standalone company. The Bidder intends to support Biotest in line with Biotest's current management business plan, in particular to expand Biotest's position in the global blood plasma industry. The Bidder does not intend to change Biotest's or any member of the Biotest Group's corporate name, brand and product names to the extent they refer to the corporate name or brand of Biotest after settlement of this Offer during the term of the Business Combination Agreement. The Bidder intends to support the completion of the BNL facility and to provide any re-financing which may be necessary due to the triggering of any change-of-control provision in the current financing agreements of Biotest. During the term of the Business Combination Agreement, the Bidder does not intend to liquidate Biotest or any Biotest Group member nor to sell Biotest's entire business or substantial parts thereof to any third party, until a squeeze-out has been registered with the commercial register, however, reserves the right to dispose and/or to transfer the business of Biotest as a whole or material parts thereof to affiliated companies. The Bidder intends to transfer know-how, technologies and key staff only to the extent not jeopardizing existing operations and the success of the BNL Project and only on arm's length terms. The Bidder does not intend to relocate Biotest's corporate seat (Satzungssitz) and headquarter from Dreieich, Germany, and further intends to maintain Biotest in the 27

28 legal form of a German stock corporation (Aktiengesellschaft). Also, the Bidder does not intend to relocate any material parts of the business (wesentliche Unternehmensteile). The Bidder has no further intention with regard to future business activities, assets and future obligations of Biotest AG. 9.2 Employees, employee representation and employment conditions The Bidder believes that Biotest's employees are highly qualified and of exceptional value for the business. A successful completion of the Offer will have no effect on the workforce, employees, employment relationships or employment conditions of Biotest. The Bidder does not intend during the term of the Business Combination Agreement to take or initiate any action aimed at the modification of existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) and incentive schemes and intends to adhere to employee co-determination and to maintain employment levels consistent with the employment levels of Biotest's management plan. The Bidder further intends to create additional jobs in Germany with its investments in Biotest. The Bidder has no further intention with regard to employees, employee representations and employment conditions. 9.3 Members of the management board and the supervisory board of Biotest AG The Bidder has full trust and confidence in the current members of the management board of Biotest and does not intend to initiate a change of the composition of Biotest's management board but may consider proposing to appoint additional members to be adequately represented in Biotest's management board. Within the framework of what is legally permissible, the Bidder intends to take all steps as required to ensure that the supervisory board of Biotest does not remove the current members of the management board before the end of their term of office. In accordance with the restrictions imposed by the organizational and governance rules under the AktG, Biotest's supervisory board shall consist of at least six members of which four shall be shareholders' representatives and two shall be employees' representatives. The term of the current members of the supervisory board, including the shareholder's representatives ends with the next annual general meeting. Therefore, all members of the supervisory board have to be newly elected on the next annual general meeting of Biotest. The Bidder intends to be represented in the supervisory board of Biotest in a manner which appropriately reflects its shareholding following settlement of the Offer, which was also agreed by the parties of the Business Combination Agreement. As of the date of the publication of this Offer Document and provided that the Bidder did not acquire all Ordinary Shares, the Bidder intends to appoint at least one independent member to the supervisory board. 9.4 Possible structural measures After settlement of the Offer and subject to having reached the required ownership level, the Bidder intends, insofar as economically and operationally reasonable at the time, to take the following structural measures: 28

29 (a) (b) The Bidder intends to initiate a delisting of the Biotest Shares pursuant to Section 39 para. 2 German Stock Exchange Act (Börsengesetz "BörsG") and the applicable regulations of the relevant regional stock exchanges and will take all measures necessary for such a delisting. In such case, the Bidder will submit a delisting purchase offer (Delisting-Erwerbsangebot) within the meaning of Section 39 para. 2 and para. 3 BörsG to the Biotest Shareholders. The delisting of the Biotest Shares may reduce the tradability of the Biotest Shares for its shareholders as trading in Biotest Shares may only occur outside the stock exchange. This may negatively impact the tradable value of the Biotest Shares. Prior to or after completion of a delisting and subject to the economic circumstances at the time, the Bidder intends to conclude a domination and profit and loss transfer agreement in accordance with Sections 291 et seqq. AktG with Biotest as the dominated company. Such domination and profit and loss transfer agreement would stipulate, inter alia, an obligation on the part of the Bidder (i) to acquire the Biotest Shares of the outside Biotest Shareholders upon their request in exchange for reasonable cash compensation, and (ii) to pay to the remaining outside shareholders annually recurring payments (guaranteed dividend). The reasonableness of the amount of the recurring payments and the cash compensation can be examined in court proceedings. The amount of the reasonable cash compensation could differ from the Offer Price and be lower or higher. 9.5 Intentions with regard to the business activities of the Bidder Except for the effects on the assets, financial position and results of the Bidder set forth in Section 15 of this Offer Document, the Bidder and the Bidder Parent Shareholders have no intentions that could affect the registered offices of the companies, the location of material parts of the business, the use of the assets or future obligations of the Bidder and the Bidder Parent Shareholders, the members of the boards of the Bidder and the Bidder Parent Shareholders, or the employees of the Bidder and the Bidder Parent Shareholders, their representation and the employment conditions. 10. EXPLANATION OF THE ADEQUACY OF THE OFFER PRICE 10.1 Minimum consideration A minimum consideration is to be offered to the Biotest Shareholders for their Biotest Shares in accordance with Section 31 para. 1 and para. 7 WpÜG in conjunction with Sections 4 and 5 of the WpÜG-Offer Regulation. The consideration for Ordinary Shares and Preference Shares is to be determined separately (Section 3 sentence 3 of the WpÜG-Offer Regulation). The minimum consideration for the Ordinary Shares and the Preference Shares separately is the higher of the following amounts: (a) In accordance with Section 5 of the WpÜG-Offer Regulation, the consideration must, in the case of a voluntary public takeover offer pursuant to Sections 29 et seqq. WpÜG, be at least equal to the weighted average domestic stock exchange price of the Ordinary Shares, respectively the Preference Shares, during the last three months prior to the publication of the decision to launch an offer pursuant to Section 10 para. 1 sentence 1 WpÜG. 29

30 (b) (i) (ii) The weighted three-month average price up to and including 6 April 2017 equals EUR per Ordinary Share as communicated by BaFin by letter dated 20 April The weighted three-month average price up to and including 6 April 2017 equals EUR per Preference Share as communicated by BaFin by letter dated 20 April In accordance to Section 4 of the WpÜG-Offer Regulation, the consideration must, in the case of a voluntary public takeover offer in accordance with Sections 29 et seqq. WpÜG, be at least equal to the highest consideration provided or agreed for the acquisition of Ordinary Shares, respectively Preference Shares, by the Bidder, a person acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG or their subsidiaries within the last six months prior to the publication of the Offer Document in accordance with Section 14 para. 2 sentence 1 WpÜG. The Bidder, any persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG and their subsidiaries have not made any acquisitions of Biotest Shares during such six-month period. In the Irrevocable Undertaking with OGEL GmbH, the Bidder and Tiancheng International agreed on OGEL GmbH's undertaking to tender and transfer all of its Ordinary Shares to the Bidder in accordance with the terms and conditions set out by this Offer. The consideration will therefore equal the Offer Price set out in this Offer Document. Therefore, in accordance with Section 31 paras. 1 and 7 WpÜG, in conjunction with Sections 4 and 5 WpÜG-Offer Regulation, the minimum consideration per Ordinary Share amounts to EUR The Offer Price per Ordinary Share therefore exceeds the minimum consideration of EUR per Ordinary Share considerably. In accordance with Section 31 paras. 1 and 7 WpÜG, in conjunction with Sections 4 and 5 WpÜG-Offer Regulation, the minimum consideration per Preference Share amounts to EUR The Offer Price per Preference Share therefore exceeds the minimum consideration of EUR per Preference Share considerably Economic adequacy of the Offer Price In determining the Offer Price, in addition to the factors specified in Section 10.1, in particular the historical stock market prices of the Ordinary Share and the Preference Share were taken into account by the Bidder. The Bidder believes that the stock market prices of the Ordinary Share and the Preference Share constitute a suitable basis for assessing the adequacy of the Offer Price. The trade in Biotest Shares is functioning, with sufficient free float and a sufficient volume of trade. In the opinion of the Bidder, the economic adequacy of the Offer Price determined in this way is confirmed by the considerations described in Sections through of this Offer Document Premiums based on the stock exchange price of the Biotest Shares prior to the publication of the Bidder's decision to make this Offer on 7 April 2017 Based on the stock exchange price of the Ordinary Shares and Preference Shares (XETRA closing price) prior to the publication of the Bidder's decision to make this 30

31 Offer on 7 April 2017, the Offer Price of EUR per Ordinary Share and EUR per Preference Share includes the following premia: Ordinary Shares Preference Shares Price Premium Price Premium Last Trading Day EUR % EUR % Last 3 months VWAP EUR % EUR % Last 6 months VWAP EUR % EUR % Last 9 months VWAP EUR % EUR % Consequently, it can be seen that the Offer Price is at a 37% and 12% premium to the volume-weighted average stock exchange price ("VWAP") in the last three months prior to (and including) 6 April 2017 for the Ordinary Shares and Preference Shares respectively Premiums based on the stock exchange price of the Biotest Shares prior to the publication of the ad-hoc notification of Biotest on 29 March 2017 On 29 March 2017, Biotest published post-market close an ad-hoc notification about the ongoing negotiations between Creat and Biotest regarding a potential business combination. Following publication of the ad-hoc notification, the share price of the Ordinary Shares increased and closed EUR 5.21 or 26% over the trading day's closing price on 29 March 2017 (based on the closing stock exchange price for the Ordinary Share in the electronic trading system (XETRA closing price) of the Frankfurt Stock Exchange). The share price of the Preference Shares decreased by EUR 0.99 or 5% compared to the trading day's closing price on 29 March 2017 (based on the closing stock exchange price for the Preference Share in the electronic trading system (XETRA closing price) of the Frankfurt Stock Exchange). The Bidder is convinced that from that point in time the share price of the Biotest Shares was influenced by the potential business combination between Creat and Biotest which eventually resulted in this Offer. The Bidder therefore considers 29 March 2017 as the last trading day of the Biotest Shares on which the stock exchange price was undisturbed by this Offer. Based on the stock exchange price of the Ordinary Shares and Preference Shares (XETRA closing price) on 29 March 2017, the Offer Price of EUR per Ordinary Share and EUR per Preference Share includes the following premia: Ordinary Shares Preference Shares Price Premium Price Premium Last Trading Day EUR % EUR % Last 3 Months VWAP EUR % EUR % Last 6 Months VWAP EUR % EUR % Last 9 Months VWAP EUR % EUR % Consequently, the Offer Price is at a 55% and 15% premium to the VWAP in the last three months prior to (and including) 29 March 2017 for the Ordinary Shares and Preference Shares respectively Premiums based on the average target price expectation as of 29 March 2017 The adequacy of the Offer Price for the Preference Shares also follows, in the opinion of the Bidder, from the target price expectations for the Preference Shares, which were published on the basis of Thomson Reuters on or prior to 29 March 2017, the 31

32 date on which Biotest published the ad-hoc notification post-market close about the ongoing negotiations between Creat and Biotest regarding a potential business combination. Broker Date Target Price Premium on the Offer Price per Preference Share Hauck & Aufhaeuser 25-Jan-17 EUR % Kepler Cheuvreux 17-Feb-17 EUR % Equinet AG 24-Mar-17 EUR % Average EUR % As a result, the Offer for the Preference Shares is at a 11% premium to the average target price expectation as of 29 March Premiums based on the current fair value of the Biotest Shares In the opinion of the Bidder, the aforementioned determined adequacy of the Offer Price is confirmed by the fair value of the Biotest Shares as described in the following. Biotest's management released its 2017 profit (EBIT) guidance on 29 March The Management guided towards EBIT in the range of EUR 46 million to EUR 48 million and sales growth in a low single-digit percentage range. This EBIT guidance was significantly below market consensus at the time which was EUR 72 million according to FactSet as of 29 March 2017 and included projections by four brokers covering Biotest (Kepler Cheuvreux, Equinet (ESN) AG, MainFirst Bank AG and Hauck & Aufhaeuser). Furthermore, on 26 April 2017, Biotest recalled several batches of human albumin due to an equipment failure in the production of an albumin intermediate. While at the time of the publication of the Offer Document, the financial impact of the recall is still being evaluated, Biotest reduced its profit (EBIT) guidance for 2017 by EUR 25 million to EUR 30 million (this means the implied EBIT guidance will be between EUR 16 million to EUR 23 million, derived by subtracting EUR 25 million from high end of the previous guidance of EUR 48 million and EUR 30 million from the low end of the previous guidance of EUR 46 million), i.e. less than 50% of the EBIT guidance published on 29 March In addition, Biotest decreased its sales guidance for 2017 from low single-digit growth rate to the same absolute level as in the prior year. Following the publication of the ad-hoc notification regarding the recall, Kepler Cheuvreux (as published on Thomson Reuters on 27 April 2017) stated that the Offer Price for both the Ordinary Shares and the Preference Shares is very attractive considering the ongoing issues Biotest is facing in the plasma business. The Bidder therefore believes that considering Biotest's difficult transition period, its operational challenges and the significant (and not yet fully quantified) financial impact of the recent albumin recall, the Offer Price for both the Ordinary Shares and the Preference Shares exceeds the current fair value of the Biotest Shares and provides the Biotest Shareholders with a very attractive consideration for the acquisition of their Biotest Shares. 32

33 The Offer is at a higher EV/EBIT multiple compared to past transactions In the opinion of the Bidder, the adequacy of the Offer Price is also confirmed on the basis of transaction multiples in comparable transactions. Thus, in comparable transactions involving Biotech companies the average enterprise value to LTM EBIT multiple was in the range of 13.3x to 18.9x (e.g. Talecris/Grifols with a multiple of 13.3x and Aventis Behring/CSL with a multiple of 18.9x). The combined Offer Price for both the Ordinary Shares and the Preference Shares represent an enterprise value to the LTM EBIT multiple of 20.1x. Hence, the Bidder is of the opinion that the higher EV/EBIT multiple in this Offer in comparison to other past transactions is a strong indicator that the Offer Price for both the Ordinary Shares and the Preference Shares is exceptionally attractive General considerations Biotest Shareholders should also take into account that the Offer Price for both the Ordinary Shares and the Preference Shares is the result of intensive negotiations with Biotest. Both the management board and supervisory board of Biotest AG will, to the extent legally possible and subject to applicable law and its fiduciary duties, welcome and support the Offer and the members of the management board intend to accept the Offer and to tender their personal shares. Against this background, the Bidder believes that the Offer Price for both the Ordinary Shares and the Preference Shares offers an maximum premium for both the long-term and short-term orientated Biotest Shareholders which can however only be realized if the minimum acceptance threshold of 75% of the Ordinary Shares (as further described in Section of this Offer Document) is reached. Apart from the determination method mentioned above, the Bidder has not applied any other valuation methods for the determination of the adequacy of the Offer Price. The historical stock exchange prices for the Ordinary Share and the Preference Share referred to above with the exception of the weighted three months average price prior to 7 April 2017 which was notified by BaFin to the Bidder were taken from Bloomberg on the basis of XETRA No compensation for loss of certain rights The articles of association of Biotest AG do not provide for the application of Section 33b para. 2 WpÜG. The Bidder is therefore not obliged to pay any compensation pursuant to Section 33b para. 5 WpÜG. 11. OFFICIAL APPROVALS AND PROCEDURES 11.1 Required merger control approvals The planned acquisition of Biotest Shares by the Bidder pursuant to this Offer (the "Transaction") is subject to the merger control approval by the competent authorities in Turkey and the United States Merger control approval in Turkey The Transaction is subject to merger control approval by the Turkish Competition Board according to Article 7 of the Act No of the Law on Protection of Competition (Turkey). 33

34 Within 30 calendar days (Phase I), approval is given or an in-depth examination is initiated (Phase II). A written request for information from the authority will restart the period of 30 calendar days. The examination period may be extended under certain circumstances. If no decision is issued within Phase I, the Transaction is deemed approved Merger control approval in the United States Under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and the rules promulgated in relation thereto by the competition agencies of the United States, the U.S. Federal Trade Commission (the "FTC") and the U.S. Department of Justice (the "DoJ"), certain transactions may not be consummated unless they have been notified to those agencies and certain waiting periods have expired, lapsed or been terminated Foreign investment control procedures Required approval under the German Foreign Trade Act (Außenwirtschaftsgesetz) The Transaction involves the acquisition of an indirect stake of more than 25% of the voting rights in a German company by a non-eu/efta investor and is therefore subject to the German foreign investment control regime under Section 5 para. 2 German Foreign Trade Act (Außenwirtschaftsgesetz "AWG") and Section 55 et. seq. German Foreign Trade Ordinance (Außenwirtschaftsverordnung "AWV"). Under this regime, the German Federal Ministry of Economics and Energy (Bundesministerium für Wirtschaft und Energie "BMWi") may review if public order or security of the Federal Republic of Germany is endangered by a transaction. The BMWi can initiate a review proceeding pursuant to Section 55 AWV within three months from the publication of the decision to launch a takeover offer under the German Takeover Act. Within two months after receiving the complete necessary information for the review proceeding, the BMWi can prohibit the transaction or issue orders to ensure public order or security of the Federal Republic of Germany (Section 59 AWV). If the BMWi does not take such action within this period, the transaction is cleared. According to Section 15 para. 2 AWG, the agreement on the obligation to acquire the stake in the German company (schuldrechtliches Rechtsgeschäft) is subject to the resolutive condition (auflösende Bedingung) of the acquisition being prohibited until the review proceeding is concluded. Upon application, the BMWi grants a binding clearance certificate (Unbedenklichkeitsbescheinigung) pursuant to Section 58 para. 1 sentence 1 AWV, if there are no objections to the transaction in terms of public order or security of the Federal Republic of Germany. The clearance certificate is deemed to have been granted in accordance with Section 58 para. 2 AWV if the BMWi has, within one month from the filing of the application, not initiated a review proceeding according to Section 55 AWV Required approval of the Committee on Foreign Investments in the United States (CFIUS) The Transaction is subject to review under the Exon-Florio Amendment to the Defense Production Act of 1950, 50 U.S. app. 2170, as amended, ("Exon-Florio") 34

35 by the Committee on Foreign Investment in the United States ("CFIUS"). Under Exon-Florio, the President of the United States is authorized to prohibit or suspend acquisitions, mergers or takeovers by foreign persons of (legal) persons engaged in interstate commerce in the United States if the President of the United States determines, after investigation, that such foreign persons, in exercising control of such acquired (legal) persons, might take action that threatens to impair the national security of the United States and that other provisions of existing law do not provide adequate authority to protect national security. CFIUS can clear the Transaction on or before the end of the initial 30-day period, or notify the parties that the case is being moved into a 45-day investigation phase. Upon completion of the investigation, if CFIUS determines that there are no unresolved national security concerns with respect to the Transaction, it can clear the matter at that time. If CFIUS determines that there are unresolved national security concerns, it can submit a report to the President of the United States recommending that the Transaction be suspended or prohibited, or that CFIUS is unable to reach a conclusion regarding the disposition of the Transaction. The President of the United States would then have 15 days to reach a determination regarding whether to suspend or prohibit the Transaction Status of proceedings Status of the merger control approval procedure in Turkey The Bidder intends to initiate the preliminary procedure with the relevant authority in Turkey by no later than June The Bidder does not expect that the relevant authority in Turkey will launch an in-depth investigation or that the Transaction will require the assumption of obligations Status of merger control approval procedure in the United States The merger control approval in the United States was granted on 4 May 2017, prior to the publication of this Offer Document, due to an early termination of the waiting period Status of the approval procedure under the German Foreign Trade Act The Bidder intends to apply for a clearance certificate with the BMWi in accordance with Section 58 para. 1 AWV by no later than June The Bidder assumes that the BMWi will grant the clearance certificate within two months after the BMWi has received the complete information, however, it cannot be excluded that the BMWi may prohibit the Transaction or take restriction measures Status of CFIUS approval The Bidder and Biotest intend to pre-file a draft notice with CFIUS in May 2017, and subsequently file a joint voluntary notice (the "CFIUS Notice") after review of and response to any comments or questions from CFIUS. A predict with certainty when CFIUS may accept the formal notice for filing and start the initial 30-day review period cannot be made. At any time during this process, the Bidder and Biotest might determine to voluntarily withdraw, and possibly refile, the CFIUS Notice in order to address any concerns raised by CFIUS in the course of a review or investigation. The 35

36 Bidder assumes that the proceedings will be concluded by August However, it cannot be excluded that the proceedings will be concluded at a later time Permission to publish this Offer Document BaFin approved the publication of the Offer Document on 17 May OFFER CONDITIONS 12.1 Offer Conditions The Offer and the contracts which come into existence as a result of its acceptance by the Biotest Shareholders are subject to the following conditions precedent (the "Offer Conditions"): Merger control approval Starting with the date of publication of this Offer Document and by no later than 20 January 2018, the Turkish Competition Board has approved the Transaction or the Transaction is deemed to have been approved under applicable law Foreign investment control approval pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz) Starting with the date of publication of this Offer Document and by no later than 20 January 2018, the BMWi shall have issued a clearance certificate (Unbedenklichkeitsbescheinigung) pursuant to the provisions of the AWG and AWV, or the period during which the BMWi may prohibit the Transaction or issue orders in relation to the Transaction under AWG and AWV has expired without any such action being taken Foreign investment control approval by the Committee on Foreign Investments in the United States (CFIUS) Starting with the date of publication of this Offer Document and by no later than 20 January 2018, CFIUS Approval shall have been obtained. "CFIUS Approval" means (a) (b) a written notification issued by CFIUS that it has concluded its review (or, if applicable, investigation) pursuant to Exon-Florio and determined that (i) the Transaction is not a "covered transaction" pursuant to Exon-Florio or (ii) there are no unresolved national security concerns with respect to the Transaction, or if CFIUS has sent a report to the President of the United States requesting the President of the United States' decision with respect to the Transaction, either (i) the period under Exon-Florio during which the President of the United States may announce his decision to take action to suspend or prohibit the Transaction has expired without any such action being announced or taken, or (ii) the President of the United States has announced a decision not to take any action to suspend or prohibit the Transaction. 36

37 Minimum Acceptance Threshold At the expiry of the Acceptance Period, the total sum of the Ordinary Shares (a) (b) (c) (d) for which the acceptance of the Offer has been effectively declared and no withdrawal of the contract concluded by the end of the Acceptance Period, held directly by the Bidder or a person acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG, attributable to the Bidder or Bidder Parent Shareholders in application of Section 30 WpÜG at the expiry of the Acceptance Period, as well as for which the Bidder or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG have concluded an agreement outside of this Offer Document, which entitles them to the transfer of title to these Ordinary Shares, is equivalent to at least 75% of the Ordinary Shares outstanding at the expiry of the Acceptance Period (this corresponds to 14,839,295 Ordinary Shares at the time of publication of this Offer Document), whereby the Ordinary Shares which are subject to several of the preceding paragraphs (a) to (d) are taken into account only once Nonfulfillment of the Offer Conditions; waiver of Offer Conditions The Offer Conditions set out in Sections through of this Offer Document shall each constitute independent and separable conditions. The Bidder may waive all or individual Offer Conditions in advance to the extent permissible in accordance with Section 21 para. 1 sentence 1 no. 4 WpÜG up to one business day prior to the expiry of the Acceptance Period. The waiver is equivalent to the fulfillment of the relevant Offer Condition. If the Bidder waives Offer Conditions within the last two weeks prior to expiry of the Acceptance Period, the Acceptance Period will be extended by two weeks (Section 21 para 5 WpÜG), i.e. until 29 June 2017, 24:00 hrs (local time Frankfurt am Main)/18:00 hrs (New York local time). If the Offer Conditions specified in Section 12.1 of this Offer Document have either not occurred until the applicable date or have definitively failed before these dates and the Bidder has not previously effectively waived them, the Offer shall lapse. In this case, the contracts which come into existence with provisionally effect as a result of accepting the Offer will not become effective and will not be consummated; delivered Biotest Shares will be returned. The Central Settlement Agent (as defined in Section 13.1 of this Offer Document) will promptly, at the latest within four Banking Days after announcement of the expiry of the Offer, order the rebooking of the Tendered Ordinary Shares (ISIN DE000A2E4TS2) to ISIN DE and the rebooking of the Tendered Preference Shares (ISIN DE000A2E4TV6) to ISIN DE by the Custodian Banks through Clearstream Banking AG. The rebooking shall generally be free of costs and expenses of the Custodian Banks for the Biotest Shareholders who hold their Biotest Shares in a securities deposit account in the Federal Republic of Germany. Any foreign taxes or costs and fees of foreign Custodian Banks that do not have securities deposit account connections with Clearstream Banking AG must, however, be paid by the respective Biotest Shareholders. 37

38 12.3 Publications concerning Offer Conditions The Bidder will promptly announce on the internet at (in German and in a non-binding English translation) and in the Federal Gazette (Bundesanzeiger) if (i) an Offer Condition has been effectively waived, (ii) an Offer Condition has been fulfilled, (iii) all Offer Conditions have either been fulfilled or have been effectively waived or (iv) the Offer is not consummated because an Offer Condition has finally not been fulfilled or lapsed. Likewise, the Bidder will promptly announce at the end of the Acceptance Period, as part of the publication according to Section 23 para. 1 no. 2 WpÜG, which of the Offer Conditions named in Section 12.1 of this Offer Document have been fulfilled by such time. 13. ACCEPTANCE AND SETTLEMENT OF THE OFFER FOR BIOTEST SHARES 13.1 Central Settlement Agent The Bidder has appointed Baader Bank Aktiengesellschaft, Weihenstephaner Straße 4, Unterschleißheim, Germany (the "Central Settlement Agent") to act as central settlement agent for the Offer Declaration of acceptance and rebooking Note: Biotest Shareholders who wish to accept the Offer should contact their custodian bank or other custodian investment service provider with registered office or a branch in the Federal Republic of Germany with any questions they may have about acceptance of the Offer and the technical aspects of settlement. It has been separately informed about the modalities for acceptance and settlement of the Offer and is required to inform customers who hold Biotest Shares in their securities deposit accounts about the Offer and the steps necessary to accept it. During the Acceptance Period (please refer to Section 13.6 of this Offer Document regarding acceptance of this Offer during the Additional Acceptance Period), Biotest Shareholders can accept the Offer only by: (a) (b) written declaration of acceptance of the Offer (the "Declaration of Acceptance") vis-à-vis their own custodian investment service provider (each a "Custodian Bank"), and instructing their Custodian Bank to effect the rebooking of the Ordinary Shares and/or Preference Shares, which are held in their securities deposit account and for which they wish to accept the Offer, to ISIN DE000A2E4TS2 and/or ISIN DE000A2E4TV6, respectively at Clearstream Banking AG. The Declaration of Acceptance will only become effective if the Tendered Biotest Shares have been rebooked to the respective ISIN at Clearstream Banking AG by 18:00 hrs (Frankfurt am Main local time)/12:00 hrs (New York local time) on the second Banking Day after expiry of the Acceptance Period. Such rebookings are to be effected by the relevant Custodian Bank after receipt of the Declaration of Acceptance. Declarations of Acceptance not received by the respective Custodian Bank within the Acceptance Period, or incorrectly or incompletely filled out, do not count as 38

39 acceptance of the Offer and do not entitle the respective Biotest Shareholder to receive the Offer Price. Neither the Bidder nor persons acting on its behalf are obliged to notify the respective Biotest Shareholder of any deficiencies or errors in the Declaration of Acceptance and bear no liability if such notification is not made Further declarations of the Biotest Shareholders upon acceptance of the Offer By accepting the Offer pursuant to Section 13.2 of this Offer Document, (a) (b) the accepting Biotest Shareholders instruct and authorize their respective Custodian Banks and any intermediate custodians of the relevant Tendered Biotest Shares (i) (ii) (iii) (iv) (v) to leave the Tendered Biotest Shares in the securities deposit accounts of the accepting Biotest Shareholders for the time being, but to cause their rebooking to ISIN DE000A2E4TS2 (Tendered Ordinary Shares) respectively to ISIN DE000A2E4TV6 (Tendered Preference Shares) at Clearstream Banking AG; to themselves instruct and authorize Clearstream Banking AG to make the Tendered Biotest Shares available to the Central Settlement Agent in its account at Clearstream Banking AG for transfer to the Bidder following expiry of the Acceptance Period (but not before fulfillment of the Offer Conditions set out in Section through Section of this Offer Document to the extent that these have not been effectively waived by the Bidder in accordance with Section 21 para. 1 sentence 1 no. 4 WpÜG); to themselves instruct and authorize Clearstream Banking AG to transfer the Tendered Ordinary Shares (ISIN DE000A2E4TS2), respectively Tendered Preference Shares (ISIN DE000A2E4TV6), in each case including any ancillary rights, in particular the right to share in profits, existing at the time of settlement of the Offer, to the Bidder concurrently and contemporaneously against payment of the Offer Price for the relevant Tendered Biotest Shares to the account of the relevant Custodian Bank at Clearstream Banking AG in accordance with the provisions of the Offer; to themselves instruct and authorize any intermediate custodians of the relevant Tendered Biotest Shares and Clearstream Banking AG to make available to the Bidder or to the Central Settlement Agent all information necessary for declarations or publications of the Bidder in accordance with the WpÜG, in particular to notify on each stock exchange trading day during the Acceptance Period the number of Tendered Ordinary Shares booked to ISIN DE000A2E4TS2, respectively the number of Tendered Preference Shares booked to ISIN DE000A2E4TV6; and to forward the Declaration of Acceptance to the Central Settlement Agent upon request; the accepting Biotest Shareholders instruct and authorize their respective Custodian Banks and the Central Settlement Agent, in each case under exemption from the prohibition of self-contracting pursuant to Section 181 of 39

40 (c) the German Civil Code (Bürgerliches Gesetzbuch BGB), to take all steps and to make and to receive all necessary or expedient declarations for the settlement of this Offer in accordance with this Offer Document and in particular to effect the transfer of title to the Tendered Biotest Shares to the Bidder in accordance with paragraph (a) above; the accepting Biotest Shareholders declare that (i) (ii) (iii) unless otherwise expressly stated in writing in the Declaration of Acceptance, they accept the Offer for all Ordinary Shares and Preference Shares which are held in their securities deposit accounts with the Custodian Bank at the time they declare their acceptance of the Offer; at the time of transfer of title to the Bidder, they are the sole holders of title to the Ordinary Shares and Preference Shares in respect of which they are accepting the Offer and such shares are free from rights and claims of third parties; and they are transferring their Tendered Biotest Shares to the Bidder concurrently and contemporaneously against payment of the Offer Price to the account of the relevant Custodian Bank with Clearstream Banking AG subject to the following conditions: (A) (B) fulfillment of the Offer Conditions pursuant to Section 12.1 of this Offer Document, to the extent that these have not been effectively waived by the Bidder in accordance with Section 21 para. 1 sentence 1 no. 4 WpÜG, as well as expiry of the Acceptance Period. In the interest of a smooth and prompt settlement of the Offer, the instructions, declarations, mandates, powers and authorizations listed in Sections 13.3 (a) to (c) of this Offer Document are issued irrevocably by the accepting Biotest Shareholders. They shall lapse only in the event of a valid withdrawal in accordance with Section 17 of this Offer Document from the contract concluded as a result of acceptance of the Offer or in case of final nonfulfillment of the Offer Conditions described in Section 12.1 of this Offer Document Legal consequences of acceptance Upon acceptance of the Offer, a contract for the sale of the Tendered Biotest Shares to the Bidder will come into existence with provisionally effect between the accepting Biotest Shareholder and the Bidder, in each case subject to the terms of the Offer. This contract is subject to German law. The contract will only become effective and the execution of the contract takes place only after all Offer Conditions described in Section 12.1 of this Offer Document which the Bidder has not previously effectively waived pursuant to Section 21 para. 1 sentence 1 no. 4 WpÜG have been met. The contract will not become effective if one or more of the Offer Conditions set out in Section 12.1 of this Offer Document has not been fulfilled by the relevant time set forth for the respective Offer Condition and if the Bidder has not effectively waived the relevant Offer Condition in accordance with Section 21 para. 1 sentence 1 no. 4 WpÜG (for details please refer to Section 12.2 of this Offer Document). Furthermore, by accepting the Offer, the accepting Biotest Shareholders issue and grant the 40

41 instructions, authorizations, mandates and powers referred to in Sections 13.3 (a) and (b) of this Offer Document and make the declarations listed in Section 13.3 (c) of this Offer Document Settlement of the Offer and payment of the Offer Price after expiry of the Acceptance Period Payment of the Offer Price will be effected to the relevant Custodian Bank concurrently and contemporaneously against transfer of the Tendered Biotest Shares during the Acceptance Period to the account of the Central Settlement Agent at Clearstream Banking AG. If all Offer Conditions pursuant to Sections through of this Offer Document which the Bidder has not previously effectively waived are also fulfilled by the time of expiry of the Acceptance Period, the Central Settlement Agent will cause the Offer Price for the Tendered Biotest Shares to be transferred through Clearstream Banking AG to the relevant Custodian Bank without undue delay, but no later than on the eighth Banking Day following expiry of the Acceptance Period. Whereas, if the Offer Conditions pursuant to Section (merger control approval), Section (foreign investment control approval pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz)) and Section (foreign investment control approval by the Committee on Foreign Investments in the United States (CFIUS)) of this Offer Document, which the Bidder has not previously effectively waived, have not been fulfilled by the time of expiry of the Acceptance Period, the Central Settlement Agent will cause the Offer Price for the Tendered Biotest Shares tendered during the Acceptance Period and the Additional Acceptance Period to be transferred through Clearstream Banking AG to the relevant Custodian Bank without undue delay, but no later than on the eighth Banking Day after the day on which the Bidder announces pursuant to Section 12.3 of this Offer Document that all Offer Conditions described in Section 12.1 of this Offer Document (unless previously effectively waived) have been fulfilled (for details please refer to Section 13.7 of this Offer Document). As a result of the merger control procedure and foreign investment control procedures which need to be conducted (see Section 11 of this Offer Document), settlement of the Offer and payment of the Offer Price to the accepting Biotest Shareholders may be delayed until 31 January 2018 or may not take place at all. The Bidder, however, will seek to complete the merger control procedure and foreign investment control procedures by August However, such timing cannot be guaranteed and may be subject to change. Upon payment of the Offer Price to the relevant Custodian Bank, the Bidder has fulfilled its obligation to pay the Offer Price. It will be the responsibility of the Custodian Banks to credit the Offer Price to the relevant seller Acceptance of the Offer during the Additional Acceptance Period The terms of this Offer Document apply respectively to the acceptance of the Offer during the Additional Acceptance Period in accordance with the following. Rebooking at Clearstream Banking AG of Biotest Shares tendered during the Additional Acceptance Period shall be deemed timely if it has been effected no later than 18:00 hrs (Frankfurt am Main local time)/12:00 hrs (New York local time) on the second Banking Day following expiry of the Additional Acceptance Period. 41

42 Biotest Shareholders who wish to accept the Offer during the Additional Acceptance Period should contact their Custodian Bank with any questions Settlement of the Offer and payment of the Offer Price after the expiry of the Additional Acceptance Period Payment of the Offer Price will be effected to the relevant Custodian Bank concurrently and contemporaneously against transfer of the Biotest Shares tendered during the Additional Acceptance Period to the account of the Central Settlement Agent at Clearstream Banking AG. If the Offer Conditions pursuant to Section (merger control approval), Section (foreign investment control approval pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz)) and Section (foreign investment control approval by the Committee on Foreign Investments in the United States (CFIUS)) of this Offer Document which the Bidder has not previously effectively waived are also fulfilled by the time of expiry of the Additional Acceptance Period, the Central Settlement Agent will cause the Offer Price for the Tendered Biotest Shares to be transferred through Clearstream Banking AG to the relevant Custodian Bank without undue delay, but no later than on the eighth Banking Day following expiry of the Additional Acceptance Period. If the Offer Conditions pursuant to Section (merger control approval), Section (foreign investment control approval pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz)) and Section (foreign investment control approval by the Committee on Foreign Investments in the United States (CFIUS)) of this Offer Document, which the Bidder has not previously effectively waived, have not been fulfilled by the time of expiry of the Additional Acceptance Period, payment of the Offer Price will be effected without undue delay, but no later than on the eighth Banking Day after the day on which the Bidder announces pursuant to Section 12.3 of this Offer Document that all Offer Conditions described in Section 12.1 (unless previously effectively waived) have been fulfilled. As a result of the merger control procedure and foreign investment control procedures which need to be conducted (see Section 11 of this Offer Document), settlement of the Offer and payment of the Offer Price to the accepting Biotest Shareholders may be delayed until 31 January 2018 or may not take place at all. The Bidder, however, will seek to complete the merger control procedure and foreign investment control procedures by August However, such timing cannot be guaranteed and may be subject to change. Upon payment of the Offer Price to the relevant Custodian Bank, the Bidder has fulfilled its obligation to pay the Offer Price. It will be the responsibility of the Custodian Banks to credit the Offer Price to the relevant seller Costs and expenses The acceptance of the Offer will in principle be free of costs and expenses of the Custodian Banks for the Biotest Shareholders who hold their Biotest Shares in a securities deposit account in the Federal Republic of Germany (except for the costs for transmitting the Declaration of Acceptance to the relevant Custodian Bank). For this purpose, the Bidder will pay to the Custodian Banks a compensation which has been separately communicated to them and which includes a market-standard custodian bank commission. For the avoidance of doubt, the Bidder wishes to point 42

43 out that it cannot, however, issue binding instructions to the Custodian Banks on what costs and expenses the Custodian Banks charge for the acceptance of the Offer. However, any additional costs and expenses charged by Custodian Banks or foreign investment service providers and any expenses incurred outside of the Federal Republic of Germany must be borne by the respective Biotest Shareholders. Any foreign exchange, sales taxes or stamp duty arising from the acceptance of the Offer shall similarly be borne by the respective Biotest Shareholders Trading with the Tendered Biotest Shares The Tendered Ordinary Shares and the Tendered Preference Shares can be traded on the regulated market of the Frankfurt Stock exchange (Prime Standard) under ISIN DE000A2E4TS2, respectively under ISIN DE000A2E4TV6. Trading will presumably start on the third Banking Day after the commencement of the Acceptance Period. Trading with the Tendered Biotest Shares on the regulated market of the Frankfurt Stock Exchange will be suspended (i) at the end of the last day of the Acceptance Period if all Offer Conditions (as defined in Section 12.1 in this Offer Document) have been met or effectively waived or (ii) at the end of the third stock exchange trading day directly preceding the settlement of this Offer. Stock exchange trading during the Additional Acceptance Period is not generally provided. However, such trading will take place if the merger control approval and foreign investment control approvals have not occurred by the end of the Acceptance Period. The acquirers of Tendered Ordinary Shares traded under ISIN DE000A2E4TS2 and of Tendered Preference Shares traded under ISIN DE000A2E4TV6 assume all rights and obligations arising from the contracts concluded by accepting the Offer with respect to these Biotest Shares. The Bidder points out that trading volumes and liquidity of the Tendered Biotest Shares depend on the specific acceptance rate and therefore may not exist at all or may be low and may be subject to heavy fluctuations. Therefore, it cannot be ruled out that, in the absence of demand, it will be impossible to sell Tendered Biotest Shares on the stock exchange. 14. FINANCING OF THE OFFER 14.1 Maximum consideration According to information published by Biotest, the total number of shares issued by Biotest AG currently amounts to 39,571,452. If the Offer was accepted by all Biotest Shareholders, the Bidder would have to pay a total of EUR 939,821,985 as aggregate Offer Price for the acquisition of all 39,571,452 Biotest Shares (i.e. the Offer Price of EUR per Ordinary Share multiplied by 19,785,726 Ordinary Shares and the Offer Price of EUR per Preference Share multiplied by 19,785,726 Preference Shares) (the "Offer Costs"). The Bidder will not incur transaction costs since the transaction costs will be borne by Tiancheng International Financing measures Prior to publication of this Offer Document, the Bidder has taken the necessary measures to ensure that the financial means, which are required to completely perform 43

44 the Offer, are at its disposal at the time the claim for the consideration pursuant to the terms and conditions of the Offer falls due. The Bidder has taken the following measures to ensure the financing: On 4 May 2017, the Bidder, as borrower, has entered into a facility agreement with, amongst others, China Merchants Bank Co., Ltd. Offshore Banking Center as mandated lead arranger, agent and security agent (the "Facility Agreement"). The Facility Agreement provides for a term loan facility in an aggregate amount of EUR 940,000,000 (the "Initial Total Commitments") which shall be primarily used to finance the acquisition of all Biotest Shares to be acquired under this Offer (the "Facility"). China Merchants Bank Co., Ltd. Offshore Banking Center is a financing provider which is part of China Merchants Bank Co., Ltd. The other original lenders are branches of China Merchants Bank Co., Ltd. The Facility has a term of two years from the date of the Facility Agreement. The rate of interest payable on a loan for each interest period will be the aggregate of 2.25% per annum and LIBOR for Euro (and if LIBOR is less than zero than LIBOR shall be deemed to be zero). In addition, the Financing Agreement provides for customary events of default and representations and warranties. Bidder will be provided with equity via its sole shareholder Tiancheng International with an aggregate amount of not less than EUR 470 million by way of equity injection prior to the settlement of the Offer which shall reduce the amount to be drawn under the Facility (the "Equity Contribution"). The Equity Contribution to be made by Tiancheng International will be funded by its indirect shareholder Creat Tiancheng (through its wholly owned subsidiary Tiancheng Fortune) and/or the Additional Tiancheng Shareholders which will be identified by Creat Tiancheng prior to or after the settlement of the Offer and to which Tiancheng International will issue new shares (see above Section 6.2 of this Offer Document). None of the Additional Tiancheng Shareholders will hold the majority of the shares or the majority of the voting rights in Tiancheng International nor exercise controlling influence over Tiancheng International or the Bidder by other means and none of the Additional Tiancheng Shareholders will qualify as person acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG. Once the Equity Contribution has been contributed, the total commitments of the Facility will be reduced to the lesser of (i) 50% of the amount required to fund the acquisition of all of the Biotest Shares to be acquired under this Offer or (ii) EUR 470,000,000 (the "Reduced Total Commitments"). If the Equity Contribution is not contributed prior to the settlement of the Offer, the total commitments under the Facility will remain as the Initial Total Commitments and, subject to the terms of the Facility Agreement, the Bidder will be entitled to utilize the Initial Total Commitments to finance the acquisition of all Biotest Shares to be acquired under this Offer. The amount of (i) the Initial Total Commitments under the Facility; or (ii) the Reduced Total Commitments under the Facility together with the Equity Contribution, (as applicable) exceeds the Offer Costs. The Bidder has thus taken the necessary measures to ensure that the financial means, which are required to completely perform the Offer, are at its disposal at the time the claim for the consideration falls due. 44

45 The transaction costs in respect of the Offer will be paid by Tiancheng International. Under the Facility Agreement Tiancheng International will be required to deposit in excess of RMB 500,000,000 (which, at current exchange rates, is around EUR 65,000,000) (the "Onshore Deposit") in an account of Tiancheng International with an affiliate of China Merchants Bank Co., Ltd. Offshore Banking Center in Hong Kong and which will be secured in favor of the finance parties referred to in the Facility Agreement. However, Tiancheng International is permitted under the Facility Agreement and related financing to use such deposit towards funding the transaction costs in respect of the Offer Financing confirmation Industrial and Commercial Bank of China Limited Frankfurt Branch, Frankfurt am Main, Germany, an investment service provider that is independent of the Bidder, has issued the required financing confirmation pursuant to Section 13 para. 1 sentence 2 WpÜG, which is attached as Annex EXPECTED EFFECTS OF A SUCCESSFUL OFFER ON THE ASSETS, LIABILITIES, FINANCIAL POSITION AND RESULTS OF THE BIDDER AND TIANCHENG INTERNATIONAL This Section 15 contains information relating to the Bidder and Tiancheng International as person acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1, 3 WpÜG and views and forward-looking statements, all of which are based on specific assumptions described below, which may only partly occur or not occur at all. The Bidder expressly points out that the following information regarding the balance sheets and/or the profit and loss statements are simplified balance sheets or simplified income statements. Neither the following statements nor their underlying assumptions were audited or reviewed by a certified public accountant or tax consultant unless otherwise stated Starting point and Assumptions The information, views and forward-looking statements contained in this Section 15 and the accompanying remarks in relation to the expected effects of a successful Offer on the assets, liabilities, financial position and results of the Bidder and Tiancheng International presume the following starting point and are based in particular on the following assumptions: (a) Starting point Since its formation on 20 January 2017 until the publication of this Offer Document, the Bidder has not carried out any business activity except for activities in connection with its formation and the transactions described in this Offer Document and has therefore not generated any revenues or earnings. Accordingly, neither audited accounts nor profit and loss statements of the Bidder are available. In order to show the effects of the Offer on the financial statements of the Bidder, unaudited and unconsolidated financial information of the Bidder as of 31 March 2017 is used which was prepared in accordance with German accounting 45

46 (b) principles as specified in the German Commercial Code (Handelsgesetzbuch "HGB") and the AktG. The Bidder currently holds no Biotest Shares. Assumptions The Bidder will acquire all currently issued Biotest Shares, i.e., a total of 19,785,726 Ordinary Shares and 19,785,726 Preference Shares, at the Offer Price of EUR per Ordinary share and EUR per Preference share, i.e., in return for payment of EUR 939,821,985 in the aggregate. After the date of publication of the Offer Document no new Biotest Shares will be issued. The acquisition of Biotest Shares under the Offer will be financed by the Bidder partly by equity contributions into the Bidder's equity to be made available by Tiancheng International in the amount of EUR 470 million and partly by debt in the amount of EUR 470 million in accordance with the Facility Agreement (see Section 14.2 of this Offer Document). All equity provided to the Bidder to finance the acquisition of the Biotest Shares shall be contributed into the capital reserves of the Bidder in its full amount. The Bidder will not bear any transaction costs. The transaction costs will be borne by Tiancheng International. Any funds provided to the Bidder on the basis of the Facility for the purpose of financing the Offer (see Section 14.2 of this Offer Document) will bear interest of 2.25% per annum and LIBOR for Euro (and if LIBOR is less than zero than LIBOR shall be deemed to be zero). Earnings of the Bidder will in the future mainly consist of income from the shareholding in Biotest in the form of dividend payments. For purposes of the analysis set forth below, the amount of such dividends have been based on the proposal of the management board of Biotest AG for the financial year 2016, which amounts to EUR 0.05 per Ordinary Share and of EUR 0.07 per Preference Share, equaling a total amount of EUR 2.4 million Methodology and reservations The assessment of the likely effects of the acquisition of all Biotest Shares on the assets, liabilities, financial position and results of the Bidder and Tiancheng International is based on preliminary and unaudited estimates by the Bidder with respect to the balance sheet positions and the results of the Bidder as of 31 March 2017 and at group level of Tiancheng International if Biotest had been completely taken over as of 31 December 2016 on the basis of the financial figures published by Biotest. Except for the intended acquisition of the Biotest Shares pursuant to the Offer and the expenses related thereto, no other effects on the assets, liabilities, financial position and results of the Bidder or Tiancheng International which have occurred since 31 December 2016 or which might occur in the future have been taken into account in 46

47 the following information. Furthermore, it must be pointed out that the effects of the settlement of the Offer on the future assets, liabilities, financial position and results of the Bidder and Tiancheng International cannot be accurately predicted today. The reasons are, in particular, as follows: (a) (b) (c) (d) (e) (f) The exact amount of costs and expenses in connection with the Offer (including the transaction costs) can only be finally determined after the Offer has been completed. Any potential synergies and business opportunities arising as a result of the takeover of Biotest can only be analyzed in detail following settlement of the Offer and have therefore not been taken into account. Tiancheng International's business activities after settlement of the Offer will consist of holding and managing its indirect investments in Biotest as well as Bio Products Laboratory (BPL), a UK-based manufacturer of plasma-derived protein therapies. Tiancheng International's future earnings will therefore consist of income from its investments in Biotest and BPL. As income from BPL is not quantifiable, for the purpose of describing the consequences on the earnings in this Section 15, only the assumed earnings of Biotest are taken into account. The Biotest Group draws up its financial statements in accordance with IFRS, whilst the financial statements of Tiancheng International are prepared in accordance with the accounting standards of the People s Republic of China ("PRC GAAP"). Therefore, the financial statements are based on different accounting procedures, principles, methods and standards. The Bidder is not able to quantify the effects of such differences. Accordingly, such effects have not been taken into account. For purposes of simplification, tax impacts on the Bidder, Tiancheng International and Biotest as a result of the acquisition have not been taken into account. In particular, no consequences of the acquisition on the deferred tax assets of Biotest have been taken into account. Since the main purpose for the incorporation of Tiancheng International was to hold 100% equity interest of Naga UK TopCo Limited, the acquisition vehicle for BPL which was acquired in 2016, so during the normal course of business, Tiancheng International did not prepare any consolidated financials. Instead, the standalone financials of Tiancheng International was prepared in accordance with PRC GAAP and audited by an international accounting firm, among which the investment in Naga UK TopCo Limited was measured at cost. In addition, in the course of the initial consolidation, the purchase price and relevant incidental acquisition costs for such acquisition must be allocated to the acquired assets and liabilities (purchase price allocation). As this can be done with regard to the transaction at hand only after settlement of the Offer, an allocation to individual balance sheet items was not yet possible. Consequently, this Offer Document only present the standalone financials consistent with past practice of Tiancheng International. 47

48 15.3 Expected effects on the assets, liabilities, financial position and results of the Bidder Subject to the reservations, assumptions and explanations set forth in this Section 15 and based on its current assessments, the Bidder believes that the settlement of the Offer will have the following effects on the standalone assets, liabilities, financial position and results of the Bidder Expected effects on the unconsolidated balance sheet of the Bidder Bidder prior to the Offer (as of 31 March 2017) (unaudited) 48 Change through Biotest acquisition Bidder after settlement of the Offer In thousand EUR Assets Financial investments - 940, ,000 Other assets Cash and cash equivalents Total assets , ,050 Equity and Liabilities Equity , ,050 Of which subscribed capital Of which capital reserves - 470, ,000 Of which profit/loss Liabilities - 470, ,000 Total equity and liabilities , ,050 This means (a) (b) (c) (d) (e) The Bidder was incorporated on 20 January 2017 with initial paid in share capital of EUR 50,000. The equity will be increased by EUR 470 million which represents additional capital injection from its parent Tiancheng International for this Offer. The subscribed capital remains unchanged in the course of the settlement of the Offer. The capital injection to be made is expected, however, to increase the amount of the free capital reserves of the Bidder to EUR 470 million. The liabilities will be increased by EUR 470 million due to loans provided to the Bidder and the Bidder's repayment obligations under the Facility Agreement (see Section 14.2 of this Offer Document). The calculation does not take into account the transaction costs which will not be borne by the Bidder Effects on the unconsolidated results of the Bidder Future income of the Bidder will mainly consist of income from its investment in Biotest AG. The amount of future income is uncertain. For the financial year 2015, Biotest AG has paid a dividend of EUR 0.02 per Ordinary Share and of EUR 0.04 per Preference Share. The management board of Biotest AG has proposed a dividend payment of EUR 0.05 per Ordinary Share and of EUR 0.07 per Preference Share for the financial year In the expectation of a dividend payment of EUR 0.05 per

49 Ordinary Share and of EUR 0.07 per Preference Share for the financial year 2016, and provided that the Bidder has acquired all shares in Biotest AG at the time of the annual meeting for the financial year 2016, the earnings from its investment in Biotest AG would equal approximately EUR 2.4 million. It is impossible to predict whether a dividend payment in this range can be continued in the coming financial years. The interest to be paid under the Facility Agreement for the financing of the Offer would amount to EUR 10.6 million per year assuming interest rates of 2.25% per annum and LIBOR for Euro (and if LIBOR is less than zero than LIBOR shall be deemed to be zero) on the basis of LIBOR as of the date of the publication of this Offer Document Expected effects on the assets, liabilities, financial position and results of Tiancheng International Subject to the reservations, assumptions and explanations set forth in this Section 15 and based on its current assessments, the Bidder believes that the settlement of the Offer will have the following effects on the standalone assets, liabilities, financial position and results of Tiancheng International Expected effects on the unconsolidated balance sheet of Tiancheng International Tiancheng International prior to the Offer (as of 31 December 2016) (audited) Change through capital injection Change through Biotest acquisition After settlement of the Offer In million EUR* Assets Financial assets 1, ,554 Other assets 30 (15) 15 Cash and Cash equivalent (470) 123 Total assets 1, (15) 1,692 Equity and Liabilities Equity 1, (15) 1,646 Liabilities Total equity and liabilities 1, (15) 1,692 *Differences from arithmetic results (if any) are due to rounding. This means: (a) (b) As a consequence of the acquisition of Biotest, the financial assets will increase from EUR 1,084 million, by EUR 470 million to EUR 1,554 million. This change results from the capital injection from Tiancheng International to the Bidder for the Offer. Other assets will be reduced by the transaction costs that will be borne by Tiancheng International. The Bidder expects that transaction costs will amount to up to EUR 15 million. (c) The balance sheet total will increase from EUR 1,237 million by EUR 455 million to EUR 1,692 million as a result of the capital injection. 49

50 (d) The equity will increase by EUR 455 million, which represents the additional capital injection from the shareholders of Tiancheng International into Tiancheng International in the amount of EUR 470 million and the transaction costs of up to EUR 15 million Expected effects on the unconsolidated results of Tiancheng International Earnings of Tiancheng International will consist of income from its indirect shareholdings in BPL and Biotest. The amount of respective dividend payments of Biotest AG to the Bidder and therefore the amount of respective dividend payments of the Bidder to Tiancheng International is uncertain. For the financial year 2016, the management board of Biotest AG has proposed a dividend payment of EUR 0.05 per Ordinary Share and of EUR 0.07 per Preference Share. In the expectation of a respective dividend payment for the financial year 2016, and provided that the Bidder has acquired all shares in Biotest AG at the time of the annual meeting for the financial year 2016, income from dividend payments of Biotest AG would amount to approximately EUR 2.4 million. It is impossible to predict whether a dividend payment in this range can be continued in the coming financial years. The interest obligations of the Bidder to be paid under the Facility Agreement for the financing of the Offer would amount to EUR 10.6 million per year assuming interest rates of 2.25% per annum and LIBOR for Euro (and if LIBOR is less than zero than LIBOR shall be deemed to be zero) on the basis of LIBOR as of the date of the publication of this Offer Document Equity financing structure of Tiancheng International Tiancheng International is financed by its shareholders. On 31 December 2016, Tiancheng International had total assets in the amount of EUR 1,237 million. In addition, Tiancheng International indirectly holds 100% of the shares in BPL and is provided with dividends from BPL. 16. POTENTIAL EFFECTS FOR BIOTEST SHAREHOLDERS WHO DO NOT ACCEPT THE OFFER Biotest Shareholders who do not intend to accept the Offer should take the following into account: (a) (b) The present stock market price of the Biotest Shares reflects the fact that on 29 March 2017, Biotest published post-market close an ad-hoc notification about the ongoing negotiations between Creat and Biotest regarding a potential business combination and that on 7 April 2017, the Bidder published its decision to launch this Offer. It is uncertain whether, following settlement of the Offer, the stock market price of the Biotest Shares will remain at its present level or rise above it or fall below it. Settlement of the Offer will result in a reduction of the free float of the issued Biotest Shares. It is further expected that the supply of and the demand for Biotest Shares will be less than today after settlement of the Offer and therefore that the liquidity of the Biotest Shares will decrease. It will therefore be possible that buy and sell orders with respect to Biotest Shares cannot be executed or cannot be executed in a timely fashion. Moreover, the possible limitation of the liquidity of Biotest Shares could result in substantially 50

51 (c) (d) (e) heavier price fluctuations of the Biotest Shares in the future. This is in particular true for the Ordinary Shares whose liquidity will be substantially reduced if the Offer Condition of a minimum acceptance threshold of 75% is not waived. Preference Shares are currently included in the SDAX, an index calculated by Deutsche Börse AG, which consists of 50 small and medium-sized companies traded on the Frankfurt stock exchange. Settlement of the Offer will result in a reduction of the free float of Preference Shares. A possible consequence could be that Biotest would no longer be able to fulfill the requirements of Deutsche Börse AG for the Preference Shares to remain in the SDAX index. An exclusion from the SDAX index may have the consequence, inter alia, that institutional investors reflecting the SDAX index in their portfolio may dispose of shares of Biotest AG and refrain from future acquisitions of such shares. An increased supply of shares of Biotest AG together with a lower demand for shares of Biotest AG can adversely affect the stock price of the shares of Biotest AG. After settlement of this Offer, the Bidder will have the voting majority at the general meeting and could, depending on the acceptance rate, also have the necessary voting majority to enforce all important structural and other measures under corporate law at the general meeting of Biotest. This includes, for example, election and dismissal of shareholder representatives of the supervisory board, granting or rejecting discharge of management board or supervisory board members, amendments to the articles of association, capital increases and, if the majority requirements under statutory law and articles of association have been satisfied, exclusion of subscription rights for shareholders in capital measures as well as reorganizations, mergers and dissolution of Biotest AG. Only in the case of some of the aforementioned measures would there be an obligation on the part of the Bidder under German law to submit to the minority shareholders, on the basis of a company valuation of Biotest, an offer to acquire their Biotest Shares in exchange for reasonable compensation or to grant other compensation. Because such company valuation would have to be based on circumstances existing at the time of the resolution adopted by the Biotest general meeting for the respective measure, such offer for compensation could be equivalent in value to the Offer Price but it could also be lower or higher. The implementation of some of these measures could also result in the delisting of the Biotest Shares (see Section 9.4 (a) of this Offer Document). The Bidder could demand transfer of the Biotest Shares of the outside shareholders to the main shareholder in exchange for granting of reasonable cash compensation (squeeze-out) if it directly or indirectly holds the number of Biotest Shares required to do so. If the Bidder s shareholding of Biotest Shares, upon settlement of the Offer, amounts to at least 95% of the voting share capital of Biotest, the Bidder may consider submitting an application with the court pursuant to Section 39a para. 1 sentence 1 WpÜG within three months following the expiration of the Acceptance Period demanding the transfer of the remaining Ordinary Shares in exchange for an appropriate compensation by court order (squeeze-out under takeover law (übernahmerechtlicher Squeeze-out)). If the Bidder s 51

52 (f) (g) shareholding of Biotest Shares amounts to at least 90% of the share capital at the same time, the Bidder may submit an application with the court pursuant to Section 39a para. 1 sentence 2 WpÜG also demanding the transfer of the remaining Preference Shares by court order. The consideration offered under this Offer will be considered an adequate compensation if, as a result of this Offer, the Bidder has acquired Biotest Shares corresponding to at least 90% of the share capital of Biotest at which the Offer was directed. The acceptance quota is to be determined separately for the Ordinary Shares and the Preference Shares. If the Bidder is entitled to file a request pursuant to Section 39a para. 1 sentence 1 WpÜG respectively pursuant to Section 39a para. 1 sentence 2, Biotest Shareholders who did not accept the Offer would still be entitled to accept the Offer within a period of three months from the expiration of the Acceptance Period (Section 39c WpÜG in connection with Section 39a WpÜG). The Bidder would publish the modalities of the technical settlement of such tender in a timely manner. If the Bidder s shareholding of Biotest Shares, upon settlement of the Offer or at any given time in the future, amounts to at least 90% of the share capital of Biotest, the Bidder may consider, in connection with a merger of Biotest into the Bidder to demand the exclusion of the outside Biotest Shareholders in exchange for an appropriate cash compensation in accordance with Section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz) in connection with Sections 327a et. seq. AktG (squeeze-out under transformation law (umwandlungsrechtlicher Squeeze-out)). The amount of the cash compensation would be determined by reference to the circumstances existing at the time the general meeting of Biotest adopted the relevant resolution. The adequacy of the amount of the cash compensation can be reviewed in a judicial appraisal procedure (Spruchverfahren). The amount of the appropriate cash compensation could be equal to the Offer Price, but it could also be higher or lower. If the Bidder s shareholding of Biotest Shares, upon settlement of the Offer or at any given time in the future, amounts to at least 95% of the share capital of Biotest, the Bidder may consider to demand transfer of the Biotest Shares from the outside Biotest Shareholders in exchange for an appropriate cash compensation in accordance with Sections 327a et. seq. AktG (squeeze-out under Stock Corporation Act (aktienrechtlicher Squeeze-out)). The amount of the cash compensation would be determined by reference to the circumstances existing at the time the general meeting of Biotest adopted the relevant resolution. The adequacy of the amount of the cash compensation can be reviewed in a judicial appraisal procedure (Spruchverfahren). The amount of the appropriate cash compensation could be equal to the Offer Price, but it could also be higher or lower. The Bidder could cause the conclusion of a domination and profit and loss transfer agreement in accordance with Section 291 et seq. AktG with Biotest as the dominated company (see Section 9.4 (b) of this Offer Document). The Bidder, after settlement of the Offer or at a later time within the limits of the law, could cause Biotest to apply for delisting of the Biotest Shares from the regulated market at the Frankfurt Stock Exchange with additional listing obligations (Prime Standard) after the conditions required for this have been 52

53 (h) met. In such case, the Bidder would submit a delisting purchase offer (Delisting-Erwerbsangebot) within the meaning of Section 39 para. 2 and para. 3 BörsG to the Biotest Shareholders. The Biotest Shareholders would then no longer benefit from the high-level reporting duties of the regulated market (see Section 9.4 (a) of this Offer Document). If the Bidder were to achieve a shareholding of at least 95% of the voting rights, respectively 95% of the share capital following the settlement of the Offer, Biotest Shareholders who have not accepted the Offer are entitled to exercise their sell-out right pursuant to Section 39c WpÜG correspondingly and accept to offer their Ordinary Shares, respectively their Preference Shares in case of a shareholding of 95% of the share capital within three months after the end of the Acceptance Period. The Bidder will publish that it has attained the threshold of 95% of the voting rights or of the share capital in Biotest AG, respectively which is required for a request under Section 39a WpÜG, in accordance with Section 23 para. 1 sentence 1 No. 4 WpÜG. 17. RIGHTS OF WITHDRAWAL 17.1 Right of withdrawal in the event of an amendment of the Offer as well as in the event of the launch of a Competing Offer Pursuant to the WpÜG, the following withdrawal rights apply for Biotest Shareholders who have accepted the Offer: (a) In the event of an amendment of the Offer in accordance with Section 21 para. 1 WpÜG, Biotest Shareholders may, until expiry of the Acceptance Period, withdraw from the contracts concluded as a result of acceptance of the Offer in accordance with Section 21 para. 4 WpÜG, if and to the extent that they have accepted the Offer prior to publication of the amendment of the Offer. (b) In the event of a Competing Offer in accordance with Section 22 para. 1 WpÜG, Biotest Shareholders may, until expiry of the Acceptance Period, withdraw from the contracts concluded as a result of acceptance of the Offer in accordance with Section 22 para. 3 WpÜG, if and to the extent that they have accepted the Offer prior to publication of the offer document for the Competing Offer Exercise of the right of withdrawal Biotest Shareholders may exercise a right of withdrawal in respect of the Biotest Shares pursuant to Section 17.1 above prior to expiry of the Acceptance Period only by: (a) (b) declaring their withdrawal in writing vis-á-vis their Custodian Bank for a specified number of Tendered Biotest Shares, where in the event that no number is specified, the withdrawal shall be deemed to have been declared for all of the Tendered Biotest Shares of the Biotest Shareholder concerned; and instructing their Custodian Bank to cause such number of Tendered Ordinary Shares held in their securities deposit accounts as is equivalent to the number of Tendered Ordinary Shares in respect of which they have declared their withdrawal to be rebooked to ISIN DE at Clearstream Banking 53

54 AG; and in case of Tendered Preference Shares by instructing their Custodian Bank to cause such number of Tendered Preference Shares held in their securities deposit accounts as is equivalent to the number of Tendered Preference Shares in respect of which they have declared their withdrawal to be rebooked to ISIN DE at Clearstream Banking AG. Withdrawal takes place when the withdrawing Biotest Shareholder sends a written declaration to the Custodian Bank during the Acceptance Period and the Custodian Bank rebooks (i) the Tendered Ordinary Shares for which the withdrawal is being declared to the original ISIN DE at Clearstream Banking AG and/or (ii) the Tendered Preference Shares for which the withdrawal is being declared to the original ISIN DE at Clearstream Banking AG. The Custodian Bank is required, without undue delay, after receiving the written declaration of withdrawal, to cause the Tendered Ordinary Shares for which withdrawal is being declared to be rebooked to ISIN DE and the Tendered Preference Shares for which withdrawal is being declared to be rebooked to ISIN DE at Clearstream Banking AG. The Ordinary Shares may again be traded under ISIN DE and the Preference Shares under ISIN DE immediately after rebooking. The Biotest Shares are considered to be rebooked in a timely fashion if this has been done at the latest by 18:00 hrs (Frankfurt am Main local time)/12:00 hrs (New York local time) on the second Banking Day after the end of the Acceptance Period. 18. PAYMENT OF MONEY OR OTHER CASH-EQUIVALENT BENEFITS GRANTED OR SUGGESTED TO MANAGEMENT BOARD MEMBERS OR SUPERVISORY BOARD MEMBERS OF BIOTEST AG AND POSSIBLE CONFLICTS OF INTEREST No cash payments or any other cash-equivalent benefits have been granted by the Bidder or a person acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG either to management board members or supervisory board members of Biotest AG in connection with this Offer, nor have they been specifically suggested to management board members or supervisory board members. This does not include the payment of the Offer Price to members of the management board and the supervisory board of Biotest AG for Biotest Shares which these members of the management and supervisory board of Biotest AG tender into in the Offer. The Bidder, in principle, considers it to be sensible that management board members are directly or indirectly participating in the share capital of Biotest AG in order to set medium- and long-term incentives for a sustainable increase of the enterprise value. Therefore, the Bidder supports the management incentive program that is in place at Biotest AG. 19. NO MANDATORY OFFER If, as a result of the Offer, the Bidder acquires control of Biotest according to Section 29 para. 2 WpÜG, neither the Bidder nor any of the Bidder Parent Shareholders will, as a result of Section 35 para. 3 WpÜG, be obliged to launch a mandatory offer for shares in Biotest. 54

55 20. TAXES The Bidder recommends that prior to accepting this Offer, Biotest Shareholders obtain tax advice on the tax consequences of acceptance of this Offer, taking into account their personal circumstances. 21. PUBLICATIONS AND NOTIFICATIONS Pursuant to Section 14 para. 3 WpÜG, this Offer Document, the publication of which was permitted by BaFin on 17 May 2017, will be published on 18 May 2017 by way of (i) publication on the internet at and (ii) keeping available copies of this Offer Document free of charge at Baader Bank Aktiengesellschaft, Weihenstephaner Straße 4, Unterschleißheim, Germany (inquiries by fax to or to documentation@baaderbank.de). The announcement about keeping available copies of this Offer Document free of charge in Germany and the internet address at which the publication of the Offer Document occurs will be published in the Federal Gazette (Bundesanzeiger) on 18 May In addition, the Bidder will provide a non-binding English translation of the Offer Document, which has not been reviewed by BaFin, at the aforementioned internet address. All publications and announcements required according to the WpÜG or the applicable capital market law provisions of the United States in connection with this Offer will be published on the internet at (in German and in a non-binding English translation) and, to the extent necessary pursuant to the WpÜG, in the Federal Gazette (Bundesanzeiger). The Bidder will publish the notifications pursuant to Section 23 para. 1 WpÜG as follows: On a weekly basis after publication of this Offer Document (Section 23 para. 1 sentence 1 no. 1 WpÜG); on a daily basis during the final week prior to the expiry of the Acceptance Period (Section 23 para. 1 sentence 1 no. 1 WpÜG); without undue delay after expiry of the Acceptance Period (Section 23 para. 1 sentence 1 no. 2 WpÜG); without undue delay after expiry of the Additional Acceptance Period (Section 23 para. 1 sentence 1 no. 3 WpÜG); and without undue delay after having reached the shareholding required to exclude the other shareholders under Section 39a para. 1 and para. 2 WpÜG. Publications of the Bidder pursuant to Section 23 paras. 1 and 2 WpÜG, as well as additional publications and announcements in connection with the Offer, which are required under the WpÜG, will be published in German and in an non-binding English translation on the internet at In addition, announcements and notices will be published in German in the Federal Gazette (Bundesanzeiger). 55

56 22. GOVERNING LAW AND JURISDICTION This Offer and the contracts concluded as a result of the acceptance of this Offer shall be governed by German law. The exclusive place of jurisdiction for all legal disputes arising out of, or in connection with, this Offer (and any contract concluded as a result of acceptance of this Offer) shall be, to the extent permitted by law, Frankfurt am Main, Germany. 23. DECLARATION OF ASSUMPTION OF RESPONSIBILITY Tiancheng (Germany) Pharmaceutical Holdings AG, with registered office in Munich, Germany, assumes responsibility for the content of this Offer Document and declares that, to its knowledge, the information provided in this Offer Document is correct and no material facts have been omitted. 56

57 Munich, 17 May 2017 Tiancheng (Germany) Pharmaceutical Holdings AG Kevin Lane Member of the Management Board 57

58 Annex 1 Shareholder structure of the Bidder 58