EQS-Adhoc: FUTRUE GmbH submits request to implement squeeze-out of minority shareholders of PharmaSGP Holding SE

Ad-hoc announcement pursuant to Article 17 of the Regulation (EU) No. 596/2024

FUTRUE GmbH submits request to implement squeeze-out of minority shareholders of PharmaSGP Holding SE

Gräfelfing, July 24, 2025 – FUTRUE GmbH informed PharmaSGP Holding SE (ISIN: DE000A2P4LJ5) today that it holds more than 95% of the shares in PharmaSGP Holding SE in the meaning of Section 327a of the German Stock Corporation Act (AktG).

Furthermore, today, FUTRUE GmbH submitted a request to PharmaSGP Holding SE pursuant to Section 327a of the German Stock Corporation Act (AktG) that the general meeting of PharmaSGP Holding SE shall pass a resolution on the transfer of the shares held by the remaining shareholders of PharmaSGP Holding SE to FUTRUE GmbH in return for an appropriate cash compensation (squeeze-out).

As also mentioned in the ad hoc announcement by PharmaSGP Holding SE on June 10, 2025, FUTRUE GmbH announced its intention to carry out a squeeze-out of the minority shareholders of PharmaSGP Holding SE within the meaning of Section 327a of the German Stock Corporation Act (AktG) (in conjunction with Section 62 (5) of the German Transformation Act (UmwG), if applicable) already in the context of the publication of its decision to make a public delisting tender offer to the shareholders of PharmaSGP Holding SE on June 10, 2025.

The amount of the cash compensation under the squeeze-out is yet to be determined; it will be communicated by FUTRUE GmbH once the necessary valuation of PharmaSGP Holding SE has been completed. Thereafter, in accordance with statutory provisions, PharmaSGP Holding SE will decide upon convening an extraordinary general meeting to resolve upon the transfer resolution.

CONTACT

cometis AG
Jakob Hafer
Phone: +49-611-20585522
Email: ir@pharmasgp.com

ABOUT PHARMASGP HOLDING SE

PharmaSGP is a leading consumer health company with a diversified portfolio of over-the-counter (OTC) pharmaceuticals and other healthcare products that are marketed with a focus on the pharmacy distribution channel. These products are mostly based on natural active pharmaceutical ingredients with documented efficacy and few known side effects.

The Company’s core brands cover chronic indications, including rheumatic pain, nerve pain and other age-related ailments. In Germany, PharmaSGP is the market leader for systemic chemical-free pain remedies with its brand families RubaXX^® for rheumatic pain and Restaxil^® for neuralgic pain. Furthermore, PharmaSGP also offers leading products against sexual weakness and vertigo symptoms. Since introducing the first product from the current product portfolio in 2012, PharmaSGP has successfully established its business model in other European countries, including Austria, Italy, Belgium, Spain and France. In September 2021, the product portfolio was expanded by the brands Baldriparan^®, Formigran^®, Spalt^® and Kamol^®, thus also strengthening or developing the indications pain and sleep disorder. The sales territory was expanded to include Switzerland and Eastern Europe. In 2024, PharmaSGP generated revenues of €118.8 million at an adjusted EBITDA margin of 31.3%.

In order to further expand its competitive position, PharmaSGP plans to increase the number of indications covered by PharmaSGP’s product offering, increase PharmaSGP’s European footprint, and accelerate its growth strategy especially by capitalizing on selected M&A opportunities.