EQS-Adhoc: Berentzen-Gruppe AG signs business combination agreement with Sazerac and supports voluntary public takeover offer to all shareholders at a price of EUR 5.55 per share

Disclosure of an inside information acc. to Article 17 of Regulation (EU) No. 596/2014

Haselünne, September 21, 2026

Berentzen-Gruppe Aktiengesellschaft signs business combination agreement with Sazerac and supports voluntary public takeover offer to all shareholders at a price of EUR 5.55 per share

Berentzen-Gruppe Aktiengesellschaft, which is listed on the Regulated Market (General Standard) of the Frankfurt Stock Exchange (ISIN: DE0005201602), (“BGAG” or the “Company”) has entered into a business combination agreement with Sazerac Company, Inc. („Sazerac“), as well as with Blitz 26-877 GmbH (in future: Sazerac Germany Holding GmbH) (the “Bidder”), a direct subsidiary of Sazerac. The Bidder intends, as set out in the business combination agreement, to submit a voluntary public takeover offer in the form of a cash offer pursuant to Section 29(1) of the German Securities Acquisition and Takeover Act (WpÜG) for all shares of BGAG to all shareholders of the Company.

Sazerac is a family-managed spirits company, founded 1850 in New Orleans and headquartered today in Louisville, Kentucky, United States of America. According to company information, Sazerac generated net sales of more than 6 billion U.S. dollars in the 2025 calendar year.

The offer price is EUR 5.55 in cash per share of the Company. This corresponds to a premium of approximately 68% on BGAG’s unaffected three-month volume-weighted average share price in XETRA prior to September 16, 2026.

The offer is subject to a minimum acceptance threshold of 50% of all shares of BGAG plus one share. Completion is expected in Q4 2026, subject to standard market conditions. Following successful completion of the takeover offer, the Bidder intends to pursue a delisting of BGAG. Subject to its fiduciary duty, the Executive Board intends to support such delisting.

The primary objective of the transaction is to generate strategic advantages through the merger, particularly with regard to the synergies and growth opportunities resulting from the combination of the expertise and geographic presence of Sazerac and BGAG.

The Company’s Executive Board and Supervisory Board, both of whom have agreed to the conclusion of the business combination agreement, believe that the proposed transaction is in the best interests of the Company, its shareholders, its employees, and other stakeholders. They support the offer and, subject to a review of the offer document to be published by the Bidder, intend to recommend that shareholders accept the offer in their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG).

The offer document will be prepared by the Bidder and submitted to the Federal Financial Supervisory Authority (“Bafin”) for review. Following approval by Bafin, the offer document will be published and made available at www.sazerac-offer.com. The Executive Board and the Supervisory Board will issue their joint reasoned statement immediately after the publication of the offer document.

The Company will keep the capital market and the public informed of further developments.

Information regarding the issuer of this announcement

Berentzen-Gruppe Aktiengesellschaft, headquartered in Haselünne, Germany, is a listed company in the beverage industry with the business segments Spirits, Non-Alcoholic Beverages and Fresh Juice Systems.

ISIN: DE0005201602

WKN: 520160

Stock exchange symbol: BEZ

Listings: Regulated market (General Standard) in Frankfurt, XETRA

 Open Market in Berlin, Düsseldorf, Hamburg, Hanover, Munich, Stuttgart

Berentzen-Gruppe Aktiengesellschaft

Ritterstr. 7

49740 Haselünne

Telefon: +49 (0) 5961 502 0

E-Mail: info@berentzen.de

Internet: www.berentzen-gruppe.de

Contact

Thorsten Schmitt

Director Corporate Communications & Strategy

Phone: +49 (0) 5961 502 215

Mobile: +49 (0) 170 348 1891

E-mail: thorsten.schmitt@berentzen.de