DGAP-Ad-hoc: Siemens Healthineers AG / Key word(s): Capital Increase/Corporate Action
Siemens Healthineers AG: Siemens Healthineers determines the placement price for the new shares from the capital
increase
25-March-2021 / 00:40 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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Erlangen, March 24, 2021
Disclosure of inside information according to Article 17 of the Regulation (EU) No 596/2014
Siemens Healthineers determines the placement price for the new shares from the capital increase
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 - Siemens Healthineers AG (Frankfurt: SHL) ('Siemens Healthineers') has decided to increase
its share capital through a partial utilization of its authorized capital under the exclusion of shareholders'
subscription rights from EUR 1,075,000,000 by EUR 53,000,000 to EUR 1,128,000,000. The 53,000,000 new no-par value
ordinary registered shares were placed with institutional investors by way of an accelerated bookbuilding process
carrying dividend rights as from October 1, 2020.
The shares were placed at a placement price of EUR 44.10 per share resulting in gross proceeds of EUR 2,337,300,000
before deduction of commissions and expenses.
Approximately 16.2% of the offer size was allocated to Qatar Investment Authority (QIA).
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.
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. 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.
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.
Contact: Marc Koebernick
Head of Investor Relations
Henkestr. 127
91052 Erlangen
Germany
+49 (9131) 84-2676
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 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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25-March-2021 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: Siemens Healthineers AG
Henkestr. 127
91052 Erlangen
Germany
Phone: +49 800 188 188 5
Fax: +49 9131 844552
E-mail: contact@healthcare.siemens.com
Internet: https://www.corporate.siemens-healthineers.com
ISIN: DE000SHL1006
WKN: SHL100
Indices: MDAX, TecDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf,
Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 1178245
End of Announcement DGAP News Service
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1178245 25-March-2021 CET/CEST
(END) Dow Jones Newswires
March 24, 2021 19:42 ET (23:42 GMT)