euro adhoc: Sartorius AG / Mergers - Acquisitions - Takeovers / Completion of the merger between Sartorius biotechnology division and Stedim Biosystems

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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29.06.2007

Subsequent to the acqusition of the block of shares held by the
founders of French Stedim S.A. as already notified today, the Stedim
shareholders have, as expected, approved the contribution of the
biotechnology division of Sartorius into Stedim and the related
capital increase. The shareholders´ meeting further decided to rename
Stedim as Sartorius Stedim Biotech and elected seven new members to
the Board of the company.

In the subsequently held meeting of the newly elected Board of
Sartorius Stedim Biotech, Sartorius´ Chairman of the Board Joachim
Kreuzberg has also been elected as Chairman of the Sartorius Stedim
Biotech Board. Furthermore, Joachim Kreuzburg has been appointed as
Chief Executive Officer (CEO). The Board further comprises the
following members as corporate officers: Liliane de Lassus, Volker
Niebel and Reinhard Vogt. Board members without operational positions
within the company are Bernard Lemaître, Arnold Picot and Henri Riey.

Subsequent to the closure of the shareholders´ meeting, Sartorius AG
has filed the offer document for a mandatory tender offer to all
outside Sartorius Stedim Biotech-shareholders with the French
exchange supervisory authority Autorité des Marchés Financiers (AMF).
Sartorius will offer a price of 43 Euro per share therein. As
Sartorius intends that a large number of shareholders remain invested
in Sartorius Stedim Biotech, it will offer a limited guarantee
against a potential reduction in the stock price to those
shareholders who do not tender their shares. Such guarantee provides
for a compensation payment in the amount of the positive difference
between the offer price compounded to 47,50 Euro and the weighted
average trading price of the last 30 trading days of the Sartorius
Stedim Biotech share. It is limited to a maximum amount of 20 Euro
per share. The mandatory tender offer commences within three trading
days following the final approval by the AMF and will be open for ten
trading days. Subsequent to the implementation of the offer and
dependent on the acceptance ratio, Sartorius will hold approx. 70 -
91% of the shares in Sartorius Stedim Biotech. It has been agreed
with the Stedim founders that they will be invested in the capital of
the new company with approx. 9%.

This announcement is made for information purposes, only. It does not
constitute an offer to purchase nor an invitation to make an offer to
sell shares in Sartorius Stedim Biotech S.A. The tender offer to
acquire the shares in Sartorius Stedim S.A. described in this
announcement has not started yet. An offer to buy will exclusively be
based on the draft tender offer and the related documentation filed
with the Autorité des Marchés Financiers (AMF). This announcement
contains forward-looking statements. These statements are based on
current expectations, estimates and projections of Sartorius AG´s
management and currently available information. They are not
guarantees of future performance, involve certain risks and
uncertainties that are difficult to predict and are based upon
assumptions as to future events that may not prove to be accurate.

end of announcement euro adhoc 29.06.2007 17:58:08
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ots Originaltext: Sartorius AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Andreas Wiederhold
Treasury & Investor Relations
Telefon: +49 (0)551 308-1668
E-Mail: andreas.wiederhold@sartorius.com

Branche: Biotechnology
ISIN: DE0007165607
WKN: 716560
Index: CDAX, Prime All Share, Technologie All Share
Börsen: Börse Frankfurt / official dealing/prime standard
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