Sazerac's intended acquisition of the Berentzen Group – Executive Board and Supervisory Board recommend accepting the offer

• Sazerac has announced a voluntary takeover offer for all shares of Berentzen-Gruppe Aktiengesellschaft at a price of EUR 5.55 per share. The acceptance period runs until November 20, 2026
• Joint reasoned statement by the Executive Board and the Supervisory Board of the Berentzen Group published
• The offer price is considered appropriate and fair
• Accepting the offer will provide shareholders with a certain and attractive cash exit

Haselünne, November 3, 2026 – The Executive Board and Supervisory Board of Berentzen-Gruppe Aktiengesellschaft (ISIN: DE0005201602), which is listed on the Regulated Market (General Standard) of the Frankfurt Stock Exchange, today published their joint reasoned statement regarding the takeover offer by Sazerac Germany Holding GmbH, a company directly controlled by Sazerac Company, Inc., headquartered in the United States.

Following an independent and thorough review and evaluation of the published offer document, the Executive Board and the Supervisory Board recommend that all shareholders of the Berentzen Group accept the voluntary, public takeover offer. With regard to the fairness of the consideration offered for the Berentzen shares, this recommendation is based, among other things, on a comparison of the offer price with the historical performance of the stock price, a peer-group multiple comparison, and a fairness opinion by the independent financial advisor ValueTrust.

“The assessment that we, the Executive Board, together with the Supervisory Board, already made when the offer was announced at the end of September has now been substantiated and confirmed. We regard the planned takeover as an outstanding opportunity for the Berentzen Group – for the company, its employees and its shareholders,” Oliver Schwegmann and Ralf Brühöfner, members of the Berentzen Group’s Executive Board, explain this together. Both Boards appreciate Sazerac's economic and strategic intentions, as set out in the offer document. “Sazerac is clearly committed to our tradition spanning more than 260 years, our leading position in the German spirits market, our established European distribution network, and our production facilities. The merger will provide the Berentzen Group with an excellent opportunity to further develop its employees, brands, and locations and to tap into value-enhancement potential as part of its growth strategy at a pace and on a scale that would not be possible on its own in the challenging German and European markets,” said Schwegmann and Brühöfner.

In the opinion of the Executive Board and the Supervisory Board of Berentzen-Gruppe Aktiengesellschaft, the offer price of EUR 5.55 per share is appropriate and fair. It reflects the current value and potential of the group, particularly with the inclusion of possible consequences of the announced increase in the alcohol tax and the planned introduction of a sugar charge. Accepting the offer will provide shareholders with a certain cash exit irrespective of the future development of the share price and the tradability of the shares. “Given the persistently challenging market and business environment, we are convinced that the offer is the best option for our shareholders,” explain Schwegmann and Brühöfner.

The details and terms of the offer are set forth in the offer document, which has been made available at www.sazerac-offer.com. The offer is subject to a minimum acceptance threshold of 50% plus one share of all shares of Berentzen-Gruppe Aktiengesellschaft. The offer price is 68% above the unaffected, volume-weighted average price of the stock on XETRA during the three months prior to September 16, 2026. On that date, it became publicly known for the first time that discussions were taking place between Sazerac and the Berentzen Group regarding a potential acquisition. The acceptance period began with the publication of the offer document on October 23, 2026, and ends on November 20, 2026, at midnight (CET). Shareholders may accept the offer through their respective custodian banks. They are advised to contact their custodian bank to tender their shares.

The Berentzen Group and Sazerac had already entered into a business combination agreement on September 21, 2026. The transaction is expected to be completed in the fourth quarter of 2026. Following the successful completion of the takeover offer, Sazerac intends to delist the Berentzen Group.

The joint reasoned statement is published here:
https://www.berentzen-gruppe.de/en/investors/takeoveroffer


About the Berentzen Group:
The Berentzen Group is a modern, innovative beverage company with a history dating back more than 260 years. Broadly positioned in the segments of Spirits, Non-Alcoholic Beverages, and Fresh Juice Systems, the Group today develops, produces, and markets beverage concepts for a wide range of consumer needs, including spirits, mineral water products, soft drinks, and fruit presses for fresh-squeezed orange juice. With well-known brands like Berentzen, Puschkin, Mio Mio, and Citrocasa, as well as contemporary private-label products, the Berentzen Group is present today in more than 60 countries of the world. The shares of Berentzen-Gruppe Aktiengesellschaft (ISIN DE0005201602) are listed on the Regulated Market (General Standard) of the Frankfurt Stock Exchange.

Further information is available at:

Berentzen-Gruppe Aktiengesellschaft
Thorsten Schmitt
Director Corporate Communication & Strategy
Tel. +49 (0) 5961 502 215
pr@berentzen.de
www.berentzen-gruppe.de