21.03.2017
Carl Zeiss Meditec AG DE0005313704
DGAP-Adhoc: Carl Zeiss Meditec AG resolves on capital increase from authorized capital
DGAP-Ad-hoc: Carl Zeiss Meditec AG / Key word(s): Capital Increase/Corporate
Action
Carl Zeiss Meditec AG resolves on capital increase from authorized capital
21-March-2017 / 17:40 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION
IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Carl Zeiss Meditec AG resolves on capital increase from authorized
capital
JENA, 21 March 2017
Carl Zeiss Meditec AG resolves on a cash capital increase of up to 10
percent.
The Management Board of Carl Zeiss Meditec AG, Jena, (ISIN: DE0005313704),
(the "Company") has resolved, with the consent of the Supervisory Board, to
increase the Company's share capital by up to 10% minus one share.
Shareholders' subscription rights are excluded in conformance with Section
186 (3) sentence 4 German Stock Corporation Act (AktG). The capital increase
shall be effected against cash contributions and with partial utilisation of
the existing authorized capital of EUR 40,654,805 pursuant to Art. 4 (5) of
the Company's articles of association. The Company's share capital shall
thus be increased from EUR 81,309,610 to up to EUR 89,440,570 through the
issue of up to 8,130,960 new no-par value bearer shares (no-par value
shares). The new shares will carry full dividend rights for the past fiscal
year 2015/16 and will carry the same rights as the existing shares. The new
shares shall be admitted to trading on the regulated market of the Frankfurt
Stock Exchange, without a prospectus, with simultaneous admission to the
sub-segment of the regulated market with additional post-admission
obligations (Prime Standard).
The net issue proceeds from the capital increase shall be used to finance
the Company's growth strategy, especially for acquisitions, as well as
general business purposes.
The new shares will be offered for purchase exclusively to institutional
investors in a private placement by way of an accelerated bookbuilding
process, which starts immediately following the publication of this
disclosure. The Company will reserve the right to close the order book at
any time.
Carl Zeiss AG will not subscribe for any shares in the contemplated capital
increase. Thus, the free float will increase from 35% up to approximately
41% and thereby market liquidity of the Carl Zeiss Meditec AG share will be
broadened. Carl Zeiss AG will remain a long-term majority shareholder in
Carl Zeiss Meditec AG.
Joh. Berenberg, Gossler & Co. KG and Commerzbank Aktiengesellschaft shall
act as Joint Global Coordinators and Joint Bookrunners for the transaction.
The Company has agreed a three-month (soft) lock-up with the underwriting
banks subject to marketable exceptions. The first trading day of the new
shares is scheduled for 27 March 2017.
Contact for investors and press
Sebastian Frericks
Director Investor Relations Carl Zeiss Meditec AG
Phone: +49 (0)3641 220-116
Email: [email protected]
www.zeiss.de/presse
Forward-Looking Statements
This news release may contain forward-looking statements based on current
assumptions and forecasts made by Carl Zeiss Meditec AG management. Various
known and unknown risks, uncertainties and other factors could lead to
material differences between the actual future results, financial situation,
development or performance of the company and the estimates given here. The
company assumes no liability whatsoever to update these forward-looking
statements or to confirm them to future events or developments.
Notice
This publication does not constitute a public offer of securities in
Germany. It is not for publication or distribution, directly or indirectly,
in or into the United States of America, Canada, Australia, or any other
jurisdiction in which the distribution or release would be unlawful. This
publication does not constitute a prospectus, an offer to sell securities,
or a solicitation of an offer to buy securities, in the United States of
America or in any other jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Securities may not be
offered or sold in the United States of America absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as
amended (the 'Securities Act'). The securities of Carl Zeiss Meditec AG
described herein have not been and will not be registered under the
Securities Act, or the laws of any state or territory of the United States,
and may not be offered or sold within the United States of America, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state laws.
Carl Zeiss Meditec AG does not intend to register any portion of the
offering in the United States of America or conduct a public offering of
securities in the United States of America.
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21-March-2017 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Carl Zeiss Meditec AG
Göschwitzer Str. 51-52
07745 Jena
Germany
Phone: +49 (0)3641 220-0
Fax: +49 (0)3641 220-112
E-mail: [email protected],[email protected]
Internet: www.meditec.zeiss.de
ISIN: DE0005313704
WKN: 531370
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News Service
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556545 21-March-2017 CET/CEST
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