17.12.2014
VMS Deutschland Holdings GmbH DE000A0LBFE4
DGAP-WpÜG: Takeover Offer;
Target company: MeVis Medical Solutions AG; Bidder: VMS Deutschland Holdings GmbH
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
Voluntary Takeover Offer ISIN DE000A0LBFE4 / WKN: A0LBFE
Publication of the decision to make a voluntary takeover offer
(freiwilliges Übernahmeangebot), pursuant to section 10 para. 1 in
conjunction with sections 29 para. 1, 34 of the Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
VMS Deutschland Holdings GmbH
Alsfelder Str. 6
64289 Darmstadt
Germany
registered with the commercial register at the local court (Amtsgericht) of
Darmstadt, Germany, under registration number HRB 8654
Target:
MeVis Medical Solutions AG
Caroline-Herschel-Str. 1
28359 Bremen
Germany
registered with the commercial register at the local court (Amtsgericht) in
Bremen, Germany, under registration number HRB 23791
The shares of MeVis Medical Solutions AG (the 'Target') are listed in the
regulated market of the Frankfurt Stock Exchange (Prime Standard) and are
traded in XETRA and in the over the counter market (Freiverkehr) in
Frankfurt, Berlin, Dusseldorf, Munich and Stuttgart.
VMS Deutschland Holdings GmbH (the 'Bidder') decided today to offer the
shareholders of the Target to acquire their registered non par value shares
of the Target (ISIN: DE000A0LBFE4/WKN: A0LBFE) by way of a voluntary public
takeover offer (the 'Takeover Offer') against payment of an amount of
EUR 17.50 in cash per share.
The specific terms and conditions of the offer arise from the offer
document for the Takeover Offer. The offer document and other information
relating to the Takeover Offer will be published on the internet under
http://www.variango1.de.
The offer document will also be published in the Federal Gazette
(Bundesanzeiger) by way of a notice (Hinweisbekanntmachung).
Shareholders representing over 70 per cent. of the outstanding share
capital of the Target (registered share capital of the Target minus
treasury shares held by the Target) entered into separate agreements with
the Bidder, according to which these shareholders irrevocably undertake to
accept the Takeover Offer for all shares in the Target held by them under
the conditions of the Takeover Offer.
The Bidder currently does not have any shares of the Target.
The Bidder intends to acquire all shares of the Target within the framework
of the Takeover Offer, however, not less than 75 per cent. of the shares
outstanding (registered share capital of the Target minus treasury shares
held by the Target).
Important notice:
This notice is not an offer to buy or the solicitation of an offer to sell
shares of the Target or other securities. The final terms and conditions of
the intended Takeover Offer will be published in the offer document
following the approval by the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and
holders of shares of the Target are strongly recommended to read the
relevant documents relating to the Takeover Offer, once they have been
published by the Bidder, since they will contain important information.
Investors and holders of shares of the Target can access these documents,
once they have been published, on the website http://www.variango1.de. When
the offer document has been published, it will also be available free of
charge at a location, which is still to be determined, and be sent free of
charge to investors and holders of shares of the Target upon request.
The Takeover Offer will be issued exclusively under the laws of the Federal
Republic of Germany, especially under the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the
Regulation on the Content of the Offer Document, Consideration for Takeover
Offers and Mandatory Offers and the Release from the Obligation to Publish
and Issue an Offer (WpÜG-Angebotsverordnung, WpÜG Offer Regulation). The
Takeover Offer will not be executed according to the provisions of
jurisdictions (including the jurisdictions of United States of America,
Canada, Australia, and Japan) other than those of the Federal Republic of
Germany. Thus, no other announcements, registrations, admissions or
approvals of the Takeover Offer outside the Federal Republic of Germany
have been filed, arranged for or granted. The shareholders of MeVis Medical
Solutions AG cannot rely on having recourse to provisions for the
protection of investors in any jurisdiction other than such provisions of
the Federal Republic of Germany. Any contract that is concluded on the
basis of the Takeover Offer will be exclusively governed by the laws of the
Federal Republic of Germany and is to be interpreted in accordance with
such laws.
The Bidder has not approved the publication, sending, distribution, or
dissemination of this notice or any other document associated with the
Takeover Offer by third parties outside the Federal Republic of Germany.
Neither the Bidder nor persons acting in concert with the Bidder within the
meaning of section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way
responsible for the compliance of the publication, sending, distribution,
or dissemination of this notice or any other document associated with the
Takeover Offer by a third party outside of the Federal Republic of Germany
to any jurisdiction with legal provisions other than those of the Federal
Republic of Germany.
The release, publication or distribution of this notice in certain
jurisdictions other than the Federal Republic of Germany may be restricted
by law. Persons who are not resident in the Federal Republic of Germany or
who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Darmstadt, Germany, 17 December 2014
VMS Deutschland Holdings GmbH
End of WpÜG announcement
The 17.12.2014DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in
Berlin, Düsseldorf, München, Stuttgart
|
Weitere Ad-hoc und Unternehmensrelevante Mitteilungen zu
VMS Deutschland Holdings GmbH ISIN: DE000A0LBFE4 können Sie bei EQS abrufen
Medtech , A0LBFE , M3V , XETR:M3V