EUROAPI announces that all conditions required for its upcoming listing on Euronext Paris have now been successfully met

The distribution via an additional extraordinary dividend in kind of circa 58% of EUROAPI shares to Sanofi shareholders has been approved in today’s Sanofi Ordinary and Extraordinary Shareholders’ Meeting.
With the approval of EUROAPI’s listing prospectus by the French AMF on March 31, all conditions to EUROAPI’s listing have now been fulfilled and the first day of trading on Euronext Paris will occur on May 6.
EUROAPI continues to advance toward its listing and independence with the support of future key shareholders.

Paris – May 3, 2022 - EUROAPI (the “Company” or the “Group”), a leading player in the API market, announces that all conditions required for its listing on the regulated market of Euronext Paris have now been fulfilled following the approval today at Sanofi Ordinary and Extraordinary Shareholders’ Meeting of the distribution via an additional extraordinary dividend in kind of circa 58% of EUROAPI shares to Sanofi shareholders with a distribution ratio of one (1) EUROAPI share per twenty-three (23) Sanofi shares. The other condition was the approval of EUROAPI’s listing prospectus by the French Autorité des marchés financiers (“AMF”) which was obtained on March 31.

This shareholders’ approval is a key step in EUROAPI’s listing project which aims to reinforce its status as partner of choice for all pharmaceutical and biotech companies and enhance EUROAPI’s independence from Sanofi.

Sanofi, which will remain a long-term strategic partner, has confirmed its intention to hold circa 30% of the share capital and voting rights of EUROAPI and has committed to a 2-year lock-up period. At the same time, EPIC Bpifrance, acting for the account of the French State in accordance with the Convention French Tech Souveraineté dated December 11, 2020 has agreed to purchase 12% of EUROAPI’s shares from Sanofi and has committed to a 2-year lock-up period, while L’Oréal, Sanofi’s largest shareholder, has committed to a 1-year lock-up period.

EUROAPI’s first day of trading on the regulated market of Euronext Paris will occur on May 6 under the ISIN code: FR0014008VX5 and the ticker: EAPI.

About EUROAPI

EUROAPI is focused on reinventing active ingredient solutions to sustainably meet customers’ and patients’ needs around the world. We are a leading player in active pharmaceutical ingredients with approximately 200 products in our portfolio, offering a large span of technologies, while developing innovative molecules through our Contract Development and Manufacturing Organization (CDMO) activities.

Taking action for health by enabling access to essential therapies inspires our 3,350 people every day. With strong research and development capabilities and six manufacturing sites all located in Europe, EUROAPI ensures API manufacturing of the highest quality to supply customers in more than 80 countries. Find out more at www.euroapi.com

Media Relations Contact:

EUROAPI
Laurence Bollack - +33 (0)6 81 86 80 19
mr@euroapi.com

Brunswick Group
Hugues Boëton - +33 (0)6 79 99 27 15
Aude Lepreux - + 33 (0)7 84 46 10 66
euroapi@brunswickgroup.com

Investor Relations Contact:

EUROAPI
Guillaume Rosso - +33 (0)6 49 51 59 78
ir@euroapi.com

Notice

This press release is intended for information purposes only and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”), and shares of EUROAPI will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of the Prospectus Regulation.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in France, the United Kingdom, the United States of America, Canada, Australia, Japan or any other jurisdiction.
No communication and no information in respect of the dividend distribution of the shares of EUROAPI (the “Shares”) may be sent to the public in any jurisdiction where a registration or approval is required. Any distribution of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Neither EUROAPI nor Sanofi assumes any responsibility for any violation of any such restrictions by any person. Further details about the proposed listing of EUROAPI on the regulated market of Euronext Paris are included in the listing prospectus of EUROAPI dated March 31, 2022 and approved by the French Autorité des marchés financiers (AMF) under number I.22- 076 (the “Prospectus”).
Investors should read the Prospectus in order to fully understand the potential risks and rewards associated with any decision to invest in the Shares, including the risk factors included in the Prospectus. The approval of the Prospectus by the AMF should not be understood as an endorsement of the quality of the Shares and/or EUROAPI, including its financial position.

BNP Paribas, BofA Securities Europe SA, and J.P. Morgan SE are acting as Lead ECM Advisors to EUROAPI and Sanofi and Crédit Agricole Corporate and Investment Bank, Deutsche Bank, Natixis SA and Société Générale are acting as Other ECM Advisors in the contemplated listing. Rothschild & Co. is acting as independent financial advisor to Sanofi and EUROAPI. Jones Day is acting as legal advisor to EUROAPI and Sanofi, and White & Case as legal advisor to the Lead ECM Advisors and the Other ECM Advisors.
The ECM Advisors are acting exclusively for EUROAPI and Sanofi and no one else in connection with the contemplated distribution and listing and will not regard any other person as their respective clients and will not be responsible to anyone other than EUROAPI and Sanofi for providing the protections afforded to their respective clients in connection with any distribution of shares of EUROAPI or otherwise, nor for providing any advice in relation to the distribution of shares, the content of this press release or any transaction, arrangement or other matter referred to herein. None of the ECM Advisors or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the accuracy or completeness of the information in this press release (or whether any information has been omitted from this press release) or any other information relating to EUROAPI, Sanofi, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Rounding

Certain calculated figures (including data expressed in thousands or millions) and percentages presented in this press release have been rounded. Where applicable, the totals presented in this press release may slightly differ from the totals that would have been obtained by adding the exact amounts (not rounded) for these calculated figures. They may also differ from the figures that are not rounded presented in the Prospectus.