Siemens Healthineers AG: Siemens Healthineers launches cash capital increase with exclusion of shareholders' subscription rights through accelerated bookbuilding

Siemens Healthineers AG / Key word(s): Capital Increase/Corporate Action
Siemens Healthineers AG: Siemens Healthineers launches cash capital increase with exclusion of shareholders' subscription rights through accelerated bookbuilding

24-March-2021 / 17:49 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.

Erlangen, March 24, 2021

Disclosure of inside information according to Article 17 of the Regulation (EU) No 596/2014

Siemens Healthineers launches cash capital increase with exclusion of shareholders' subscription rights through accelerated bookbuilding

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL

Erlangen, March 24, 2021 - Today, the managing board of Siemens Healthineers AG (Frankfurt: SHL) ('Siemens Healthineers'), with the approval of the supervisory board, resolved on a capital increase against cash contributions through partial utilization of the authorized capital. The share capital of Siemens Healthineers will be increased by issuing new no‐par value ordinary registered shares against cash contributions under the exclusion of shareholders' subscription rights, targeting gross proceeds of approximately EUR 2.3 billion. The new shares will carry dividend rights as from October 1, 2020.

The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement will be initiated immediately after this notification. The managing board, with the approval of the supervisory board, will determine and thereafter announce the final number of new shares and the placement price following the conclusion of the accelerated bookbuilding process. Following the private placement, Siemens Healthineers will be subject to a lock-up, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, of 90 days, subject to market standard exemptions.

Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to take place without a prospectus on March 26, 2021. Trading is expected to commence on March 30, 2021. It is intended to include the new shares in the existing listing of the company's shares. The delivery of the new shares is scheduled for March 31, 2021.

The Company already received demand from a long only anchor investor for 16 to 17% of the targeted offer size at the current market price.

Siemens Finance B.V. has provided Siemens Healthineers with a bridge facility to finance the purchase price for the planned acquisition of Varian Medical Systems, Inc. that was announced on August 2, 2020. The net proceeds from the capital increase shall be used to replace a portion of the amount remaining available under such bridge facility which has been partly replaced by the first capital increase in September 2020 and most recently by way of USD term loan facilities with different tenors.
Beyond this capital increase, the Siemens Healthineers managing board does not plan any further placement of shares for the financing of the planned acquisition of Varian Medical Systems, Inc.

DISCLAIMER:

This announcement is not directed to, or intended for distribution to or use by, any natural person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of other jurisdictions.

The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

In member states of the European Economic Area ('EEA'), the placement of shares described in this announcement is only directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the 'Prospectus Regulation') ('Qualified Investors'). In the United Kingdom, the placement of shares described in this announcement is only directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the 'Order'), (ii) falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.

To the extent this document contains statements related to our future business and financial performance and future events or developments involving Siemens Healthineers and which may constitute forward-looking statements, these statements may be identified by words such as 'expect', 'forecast', 'anticipate', 'intend', 'plan', 'believe', 'seek', 'estimate', 'will', 'target' or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of Siemens Healthineers' management, of which many are beyond Siemens Healthineers' control. As they relate to future events or developments, these statements are subject to a various risks, uncertainties and factors, including, but not limited to those described in the respective disclosures. Should one or more of these risks, uncertainties or factors materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Siemens Healthineers may (negatively or positively) vary materially from those described explicitly or implicitly in the forward-looking statement. All forward-looking statements only speak as of the date when they were made and Siemens Healthineers neither intends, nor assumes any obligation, unless required by law, to update or revise these forward-looking statements in light of developments which differ from those anticipated.

Information to Distributors

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

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