COLTENE Holding AG Announces Terms of the Rights Offering in Connection with the Financing of the Planned Acquisition of SciCan and Micro-Mega

This document does not contain or constitute an offer to sell or a solicitation of any offer to buy securities in the United States or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make an offer or solicitation. The securities of COLTENE Holding AG have not been and will not be registered under the United States securities laws and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.

Media Release

COLTENE Holding AG Announces Terms of the Rights Offering in Connection with the Financing of the Planned Acquisition of SciCan and Micro-Mega

Altstaetten, September 13, 2018 - COLTENE Holding AG (SIX Swiss Exchange: CLTN), an internationally leading developer and producer of dental consumables, announced today the terms of the rights offering in connection with the partial financing of the previously announced acquisition of SciCan and Micro-Mega. COLTENE expects to finance the acquisition of SciCan and Micro-Mega, in the total amount of approximately CHF 200 million, by way of a combination of available cash, proceeds from a rights offering, the issuance of new shares to the sellers against contribution in kind of all of the shares in SciCan Ltd. and new debt financing.

COLTENE intends to use all proceeds from the rights offering to partially pay cash for the planned acquisition. The targeted gross proceeds amount to approximately CHF 62.5 million. To this end, the Board of Directors proposes to the Extraordinary Shareholder Meeting to be held on September 14, 2018, to increase COLTENE's share capital by up to CHF 70,316.70 through the issuance of up to 703,167 new registered shares with a par value of CHF 0.10 each. In addition, the Board of Directors proposes to the Extraordinary Shareholder Meeting the creation of authorized share capital exclusively reserved for the purpose of a subsequent issuance of new shares to the selling shareholders of SciCan and Micro-Mega by way of contribution in kind share capital increase (consideration shares). The issue price for each consideration share is CHF 94.6549 (20 days VWAP (volume weighted average price) from 11.5.-7.6.2018), adjusted by a possible discount of the offer price compared to the market price at the time of the rights offering. At the closing of the acquisition, these shares are valued at the then prevailing market price for the calculation of the purchase price in accordance with the accounting standard IFRS. Assuming a market price of CHF 113.00 (closing price on 12.09.2018), this would result in a purchase price according to IFRS of approximately CHF 224 million.

The offering consists of an at market rights offering to existing COLTENE Holding AG shareholders in Switzerland and a share placement, in which the shares not taken up in the rights offering may be offered to selected investors or sold in the market. The Company is offering up to 703,167 shares in the rights offering (offer shares). The final number of offer shares to be sold will be determined by the Company and the bank mandated by it for the offer at the end of the rights exercise period on the basis of the number of offer shares for which rights have been exercised, investor demand resulting from the bookbuilding procedure, the targeted gross proceeds, the market price for the existing COLTENE Holding AG shares and general market conditions.

The Company and the mandated bank will determine the offer price on the day following the end of the exercise period (Pricing Date) on the basis of investor demand resulting from the bookbuilding procedure, the market price for the existing COLTENE Holding AG shares and general market conditions, provided that the offer price does not exceed the closing price of the existing shares on the SIX Swiss Exchange on the Pricing Date (or, if higher, the volume-weighted average price of the existing shares during the bookbuilding period). Each exercise of rights will be effective at the offer price.

Six (6) existing shares on the reference date or exercise rights grant the holder the right to acquire one (1) offer share against payment of the offer price during the exercise period (subscription ratio of 6:1). Each shareholder is entitled to subscribe for at least one offer share. The applicable law and the conditions set out in the offer and listing prospectus shall apply.

Subject to the Extraordinary Shareholder Meeting approving the proposal by the Board of Directors, the rights exercise period is expected to start on September 19, 2018 and to end on September 26, 2018 at 12.00 noon CEST. Existing shareholders wishing to purchase offer shares must exercise their rights during the rights exercise period through their respective custodian bank. The offering and listing prospectus will be published on or around September 17, 2018.

COLTENE has concluded a loan agreement with the mandated bank for the necessary external financing. The agreement provides the company with an unsecured loan of up to CHF 75 million.

Obligations of Anchor Shareholders

Huwa Finanz- und Beteiligungs AG and Esola Beteiligungsverwaltungs GmbH have each individually undertaken vis-à-vis the Company to exercise all subscription rights allocated to them and to subscribe for a maximum of as many additional offer shares as would be necessary to maintain their respective current participation quotas after completion of the rights offering and the acquisition. The corresponding obligations of the anchor shareholders will only apply to the extent of any shortfall compared to the targeted gross proceeds of CHF 62.5 million. Furthermore, the obligations are further limited, so that the subscription of further offered shares may in no case result in one or both of these anchor shareholders holding more than 32% of the Company's share capital after completion of the offering. In addition, subject to the usual exceptions, the anchor shareholders have entered into a six-month lock-up commitment.

Lock-Up

The Company, the members of the Board of Directors, and the members of Group Management entered into a lock-up undertaking ending six months after the first day of trading, subject to customary exceptions. In connection with the acquisition, the sellers and Mr. Arthur Zwingenberger entered into a lock-up undertaking ending, subject to certain circumstances resulting in an earlier termination, twelve months after the completion of the acquisition, subject to customary exceptions.

Current Business Development

With the publication of the offer and listing prospectus, COLTENE is providing a commentary on the current business development both on COLTENE Group and on SciCan and Micro-Mega Group. Business development at COLTENE has been in line with the expectations of the Group's management since the publication of the results for the six months ended on June 30, 2018 and the Group's management is confident of the underlying financial and trading prospects of the Group for the current financial year. As a result of the acquisition, the Group expects its EBIT margin to decrease from the previously communicated level of currently 15%. However, the Group's management expects the operating margin to improve once the initial dilutive effect and the adverse effects caused by costs of the integration process have been overcome.

SciCan and Micro-Mega also showed a positive start into the second half of the 2018 business year, according to its management.

Preliminary Transaction Timeline

Reference date for the allocation of exercise rights	September 18, 2018 after close of trading
Beginning of the rights exercise period	September 19, 2018
Beginning of the bookbuilding period	September 19, 2018
End of the rights exercise period	September 26, 2018 12.00 noon CEST
Announcement of the number of offer shares for which subscription rights have been exercised, final number of offer shares and final number of consideration shares	September 26, 2018, after close of trading
End of the bookbuilding period (The Company and the mandated bank reserve the right to extend or shorten the bookbuilding period)	September 27, 2018, 12.00 noon CEST
Announcement of the offer price	September 27, 2018, after close of trading
Listing and first day of trading day of the offer shares	on or about September 28, 2018
Payment of the offer price against delivery of offer shares (closing date)	October 2, 2018

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For further information: Gerhard Mahrle, Corporate Communications/Investor Relations,
phone [phone], mobile [phone], e-mail [e-mail]

Financial Calendar

Extraordinary General Meeting	September 14, 2018
Investora Zurich	September 27, 2018

About COLTENE

COLTENE is an internationally active developer, manufacturer and seller of dental consumables and small equipment in the areas of restoration, endodontics, prosthetics and treatment auxiliaries. COLTENE has state‐of‐the‐art production facilities in the USA, Germany, Brazil and Switzerland as well as own distribution organizations in all major markets including Europe, North America, China and India. Dentists and dental labs all around the globe trust COLTENE's high‐quality products. The registered shares of COLTENE Holding AG (CLTN) are listed on SIX Swiss Exchange. Learn more about COLTENE and our products at www.coltene.com.

This written statement and oral statements or other statements made, or to be made, by us contain forward-looking statements that do not relate solely to historical or current facts. These forward-looking statements are based on the current plans and expectations of our management and are subject to a number of uncertainties and risks that could significantly affect our current plans and expectations, as well as future results of operations and financial condition. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This document does neither constitute an offer to buy or to subscribe for securities of COLTENE Holding AG nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Any decision to purchase any securities referred to herein, if and when issued, should be solely based on the relevant prospectus, which is expected to be published by COLTENE Holding AG.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. COLTENE Holding AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").

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