Osborne Clarke advised Grifols S.A. on the conversion of Biotest AG into a GmbH & Co. KGaA.

Osborne Clarke advised Grifols, the major shareholder of Biotest AG, on the conversion of Biotest AG into a partnership limited by shares (Kommanditgesellschaft auf Aktien – KGaA). At the extraordinary general assembly on 17 December 2025, requested by Grifols S.A., Biotest’s shareholders approved the conversion which has been completed with its entry in the commercial register as of 15 April 2026.

From now on, the former German stock corporation (Aktiengesellschaft – AG) will trade as Biotest GmbH & Co. KGaA. The management of the Biotest GmbH & Co. KGaA will be assumed by Biotest Management GmbH, the new general partner of the KGaA.

Grifols is an international healthcare and pharmaceutical company that specialises in the research, development, manufacture and marketing of therapeutic products and medical devices for use in hospitals and medical analysis laboratories. As a manufacturer of blood plasma derivatives, the Spanish company is the European market leader in this sector.

Biotest is a provider of biological drugs derived from human plasma. With a value chain ranging from preclinical and clinical development to global marketing, Biotest specialises primarily in the fields of clinical immunology and haematology, as well as intensive and emergency medicine.

The Osborne Clarke team which advised Grifols on the conversion of Biotest under the joint leadership of partner Susanne Kühlthau and senior associate Philip Förster, consisted of Philip Meichssner, Niklas Klatt (all Corporate/M&A, Munich), Núria Martín, Laura De La Cruz, María Montehermoso, Albert Vázquez (all Corporate/M&A, Osborne Clarke Spain), Annabel Lehnen (Employment, Cologne), Eva Otaegui (Employment, Osborne Clarke Spain), Ulrike Bär (Tax, Cologne). On Grifols S.A. side, Oscar Calsamiglia (General Counsel) led the conversion project.

In 2021, Osborne Clarke has advised Grifols on the acquisition of Biotest's ordinary and preference shares for approximately EUR 1.1 billion, and in 2025 on the delisting of Biotest AG and the associated public delisting offer by Grifols Biotest Holdings GmbH, a wholly-owned subsidiary of Grifols.