Drägerwerk AG & Co. KGaA: Dräger sets placement price of new preference shares and raises EUR 76.5 million in gross proceeds and terminates series A and K participation certificates

Drägerwerk AG & Co. KGaA / Key word(s): Capital Increase
Drägerwerk AG & Co. KGaA: Dräger sets placement price of new preference shares and raises EUR 76.5 million in gross proceeds and terminates series A and K participation certificates

20-Apr-2020 / 22:53 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Disclosure of an inside information according to Article 17 MAR

Drägerwerk AG & Co. KGaA: Dräger sets placement price of new preference shares and raises EUR 76.5 million in gross proceeds and terminates series A and K participation certificates

Drägerwerk AG & Co. KGaA ("Dräger") has successfully placed 1,000,000 new no par value preference bearer shares (ISIN: DE0005550636) to institutional investors in a private placement by way of an accelerated bookbuilding process. The new preference shares are being issued in a capital increase by partially exercising the authorized capital under exclusion of shareholder's subscription rights. The placement price for the new preference bearer shares has been set at EUR 76.50. Dräger will receive gross proceeds of around EUR 76,500,000.00 from the capital increase. The net proceeds of the capital increase shall partially finance the termination of the series A (ISIN: DE0005550651) and K (ISIN: DE0005550677) participation certificates (Genussscheine) and strengthen the liquidity and equity base in light of the high order intake because of the current Covid-19 pandemic.

Dräger's share capital after registration of the completion of the capital increase will amount to EUR 48,025,600.00. The capital increase is expected to be registered in the commercial register on or around 21 April 2020. On 22 April 2020, the new shares are expected to be admitted to trading without a prospectus, and on 23 April 2020, included in the quotation of the existing shares on, among others, the regulated market of the Frankfurt Stock Exchange (Prime Standard).

The Dräger Family has participated in the capital increase.

Following the successful placement of the new preference bearer shares, Dräger has decided today to terminate all 195,245 series A participation certificates in accordance with Section 6 (2) of their terms and conditions giving 6 months' notice as of the end of calendar year 2020.

Dräger has also decided today to terminate all 69,887 series K participation certificates in accordance with Section 6 (3) of their terms and conditions giving 6 months' notice as of the end of calendar year 2020.

The termination of the series A and series K participation certificates will be published in the German Federal Gazette (Bundesanzeiger) within the next few days.

The buyback value is calculated pursuant to the terms and conditions of the participation certificates and is equivalent to ten times the average stock market price of the preferred shares (Vorzugsaktien) over the three calendar months prior to the announcement of the termination.

The buyback value of each participation certificate of series A and K amounts to approximately EUR 59.30. The buyback value of each participation certificate of series D that were terminated in March 2020 amounts to EUR 54.62.

The payment of the buyback value to the holders of the series A and series K participation certificates amounts to approximately EUR 116 million and approximately EUR 41 million respectively and will be made on 4 January 2021 in accordance with the terms and conditions. The payment of the buyback value to the holders of the series D participation certificates, which amounts to approximately EUR 310 million, will be made on 2 January 2023.

Moislinger Allee 53-55
23558 Lübeck, Deutschland
www.draeger.com

Investor Relations:
Thomas Fischler
Tel. +49 451 882-2685
thomas.fischler@draeger.com

Corporate Communications:
Melanie Kamann
Tel. +49 451 882-3998
melanie.kamann@draeger.com

Disclaimer

Drägerwerk AG & Co. KGaA is solely responsible for the contents of this announcement. This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of Drägerwerk AG & Co. KGaA. In connection with this transaction there has not been, nor will there be, any public offering of the New Shares.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Canada, Australia or Japan. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities of Drägerwerk AG & Co. KGaA in the United States. The Shares of Drägerwerk AG & Co. KGaA have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

The offer referred to herein, when made in member states of the European Economic Area and the United Kingdom, is only addressed to and directed to "qualified investors" within the meaning of Article 2(e) the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.

For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The New Shares are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement contains forward-looking statements that are subject to certain risks and uncertainties. The future financial results can significantly differ from the currently anticipated results as a result of various risks and uncertainties, including changes in the business, financial and competitive landscape, uncertainties related to legal disputes or investigations and the availability of funds. Drägerwerk AG & Co. KGaA assumes no obligation to update the forward-looking statements included in this announcement. Forward-looking statements speak only as of the date they are made.

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