Osborne Clarke advises Grifols on delisting offer and delisting from stock exchange of Biotest

Osborne Clarke has advised Grifols S.A. on the conclusion of a delisting agreement with Biotest AG in relation to a public delisting offer by Grifols Biotest Holdings GmbH, a wholly-owned subsidiary of Grifols, and the associated delisting of the admission of Biotest shares to trading on the regulated market of the Frankfurt Stock Exchange.

The international healthcare and pharmaceutical company Grifols 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 company founded in Spain is the European market leader in this sector.

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

In 2021, with the support of Osborne Clarke, Grifols acquired 100% of the shares in Tiancheng Pharmaceutical Holdings AG, which included approximately 89.88% of Biotest ordinary shares and 1.08% of Biotest preference shares for approximately EUR 1.1 billion. On 6 May 2025, Grifols Biotest Holdings published its public delisting tender offer to all Biotest shareholders to acquire their shares against payment of a cash consideration of EUR 43.00 per ordinary share and EUR 30.00 per preference share. The application for revocation of the admission of Biotest shares to trading on the regulated market of the Frankfurt Stock Exchange was granted with effect from the end of 6 June 2025. The delisting tender offer will be settled in June 2025.

The Osborne Clarke team, which advised Grifols under the leadership of Dr Fabian Christoph, consisted of Dr Alexander Thomas, Christina König, Anne Müller (all M&A), Susanne Kühlthau, Philip Meichssner, Philip Förster (all Corporate), Oscar Calsamiglia, Núria Martín, Laura De La Cruz, Maria Montehermoso, Albert Vazquez (all Corporate, Osborne Clarke Spain), Eduard Arruga and Juan Luis Juez (all Finance, Osborne Clarke Spain) as well as Peter Castellon from Proskauer Rose LLP regarding US law.