Berentzen Group and Sazerac Plan to Build a Leading Spirits Platform in Europe – Takeover Offer for the Berentzen Group Announced

Berentzen-Gruppe Aktiengesellschaft (ISIN: DE0005201602), listed on the Regulated Market (General Standard) of the Frankfurt Stock Exchange, and Sazerac Company, Inc., headquartered in the U.S. and one of the world’s leading and fastest-growing spirits companies, have entered into an agreement regarding a business combination.

On this basis, Sazerac intends to make a voluntary public cash tender offer at a price of 5.55 euros per share for all shares of the Berentzen Group. 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.

“We, the Executive Board, together with the Supervisory Board, see this as an outstanding opportunity for the Berentzen Group—for the company, its employees, and its shareholders,” explain Oliver Schwegmann and Ralf Brühöfner, members of the Berentzen Group’s Executive Board, in a joint statement, adding: “A high and steady pace of growth is of the utmost importance for achieving our strategic corporate goals. In our view, innovation, sales strength, and internationalization play a particularly significant role in this regard. It is precisely in these areas that Sazerac, as a globally positioned, well-capitalized partner, can make a decisive difference. Sazerac has built an impressive track record in recent years—in part through targeted strategic acquisitions.”

“We greatly value the Berentzen Group’s long and storied history in the German market. Over the centuries, the Berentzen Group has achieved remarkable success and established a strong market presence, and it is very important to us to continue this legacy in the future. We are confident that the planned merger will be beneficial for both sides and will enable us to produce and distribute spirits throughout Europe and beyond with greater flexibility and speed—including brands from both the Berentzen Group and Sazerac, as well as private label concepats, said Jake Wenz, CEO and President of Sazerac.

In addition to expanding the Berentzen Group’s existing portfolio and capabilities, Sazerac intends to continue creating opportunities for the Berentzen Group’s employees and brands and not only to continue operating the existing locations but also to further develop them through increased investment.

“We are confident that the Berentzen Group will benefit from this merger and the addition of our own strong brands, which will also be produced and distributed by the German team in the future. Sazerac has a long track record of successful transactions of this kind, including The Last Drop Distillers, Hawk’s Rock Distillery (formerly Lough Gill Distillery) in Ireland, Au Vodka in the United Kingdom, and many others. We take a long-term approach based on the continuous growth of the brands and teams we welcome into our corporate family. “We are confident that we can provide the Berentzen Group with additional resources so that it can continue its growth today and in the future,” Wenz continues.

“In our view, the offer is very attractive to our shareholders. We will therefore recommend that all shareholders accept the offer. The offered price of 5.55 euros per share represents a level not seen in over two years.”

“An acquisition would present the Berentzen Group with an excellent opportunity to consistently pursue its growth strategy and tap into additional value-creation potential at a pace and on a scale that, in a challenging European market, is only possible with a strong strategic partner,” said Schwegmann and Brühöfner. The details and terms of the offer are set forth in the offer document, which will be submitted to the Federal Financial Supervisory Authority (BaFin) for review. Upon 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 a joint reasoned statement immediately following the publication of the offer document. The offer is subject to a minimum acceptance threshold of 50% plus one share of all shares of Berentzen-Gruppe Aktiengesellschaft. No approvals from regulatory authorities are required. The transaction is expected to be completed in the fourth quarter of 2026. Following the successful completion of the tender offer, Sazerac intends to delist the Berentzen Group. The Management Board intends, subject to its legal obligations, to support such a delisting.

Sazerac is being advised by Nomura as financial advisor and by LARK as legal advisor. The Berentzen Group is being advised by Osborne Clarke as legal advisor.