BOIRON: Final completion of the transfer of the majority block to BOIRON DEVELOPPEMENT – 10/20/2023 at 7:00 p.m.


By transfer deeds dated today, the BOIRON family concert

1

proceeded to transfer all of the shares it held in the capital of the company BOIRON to the benefit of the company BOIRON DEVELOPPEMENT

2

or a transfer, by way of contribution in kind and assignment

3

of 12,255,758 BOIRON shares, representing 69.85% of the capital and 78.08% of the theoretical voting rights

4

, based on a unit price of €39.64 per share; this price takes into account the exceptional dividend distribution voted by the Ordinary General Meeting of shareholders on October 16, 2023 and paid today.

At the same time, FCPE BOIRON (the “FCPE”) also transferred all of the securities it held in the capital of the company BOIRON to the benefit of the company BOIRON DEVELOPPEMENT, i.e. a transfer, by way of contribution in kind and transfer

5

of 1,002,220 BOIRON shares, representing 5.71% of the capital and 6.39% of the theoretical voting rights

4

based on a similar unit price of €39.64 per share.

As previously announced, these transfers were also accompanied by the entry of EW HEALTHCARE PARTNERS into the capital of the company BOIRON DEVELOPPEMENT. At the end of all of these operations and the public purchase offer mentioned below, the share capital of BOIRON DEVELOPPEMENT should be controlled up to 70% of the capital and voting rights by the family holding companies. SODEVA and SHB, the balance of the capital to be held by EW HEALTHCARE PARTNERS for approximately 25% of the capital and voting rights and by the FCPE for approximately 5% of the capital and voting rights.

These transfers will be followed by the deposit by the company BOIRON DEVELOPPEMENT, during the 4

th

quarter 2023, a proposed mandatory simplified public purchase offer (the “Offer”) on BOIRON shares and, if the conditions are met at the end of the Offer, a compulsory withdrawal. This proposed Offer, which would be made at the same price of €39.64 per BOIRON share, will be subject to a compliance decision by the Financial Markets Authority.

This Offer price of €39.64 per BOIRON share, would represent a premium of 36.0% compared to the last closing price before the announcement of the proposed offer (€29.14 as of July 3, 2023) and 38.4% and 41.8% compared to the volume-weighted average prices of the last 20 and 60 trading days preceding the announcement, net of the exceptional dividend amount of €10.36 per BOIRON share detached on October 18 .

BOIRON Laboratories

All information relating to this proposed Offer is available on www.opas-boiron.com.


Responsible for financial information: Valérie Lorentz-Poinsot

Financial information contact: Fabrice Rey

Shareholder relations: +33 (0) 4.37.41.84.01 – e-mail: [email protected]

ISIN code: FR0000061129 (BOI) – Bloomberg: BOI FP – Reuters: BOIR.PA

The group’s financial information and the glossary are online on the site: www.boironfinance.fr

1

The BOIRON family concert is made up of the companies SODEVA (public limited company controlled by the Jean Boiron family branch) and SHB (public limited company controlled by the Henri Boiron family branch) and individual members of the Jean and Henri Boiron families.

2

The company BOIRON DEVELOPPEMENT, formed for the purposes of this operation, is a simplified joint stock company with capital of 384,407,317 euros, registered in the Lyon trade and companies register under number 953 894 037.

3

Of the 69.85% stake in the capital held by the BOIRON family concert, the share of the securities transferred is 31.16% and the share of the securities contributed is 38.69%.

4

Based on a total number of 17,545,408 shares and 31,188,204 theoretical voting rights of the Company as of September 30, 2023.

5

Based on the current stake of 5.71% of the capital held by the FCPE, the share of the securities transferred is 2.07% and the share of the securities contributed is 3.64%.


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