Carl Zeiss Meditec AG resolves on capital increase from authorized capital
Publication of insider information pursuant to Art. 17 MAR*
JENA/Germany | 21 March 2017 | Carl Zeiss Meditec AG
Carl Zeiss Meditec AG resolves on a cash capital increase of up to 10 percent.
The Management Board of Carl Zeiss Meditec AG, Jena, (ISIN: DE0005313704), (the “Company”) has resolved, with the consent of the Supervisory Board, to increase the Company’s share capital by up to 10% minus one share. Shareholders’ subscription rights are excluded in conformance with Section 186 (3) sentence 4 German Stock Corporation Act (AktG). The capital increase shall be effected against cash contributions and with partial utilisation of the existing authorized capital of € 40,654,805 pursuant to Art. 4 (5) of the Company’s articles of association. The Company’s share capital shall thus be increased from € 81,309,610 to up to € 89,440,570 through the issue of up to 8,130,960 new no-par value bearer shares (no-par value shares). The new shares will carry full dividend rights for the past fiscal year 2015/16 and will carry the same rights as the existing shares. The new shares shall be admitted to trading on the regulated market of the Frankfurt Stock Exchange, without a prospectus, with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard).
The net issue proceeds from the capital increase shall be used to finance the Company’s growth strategy, especially for acquisitions, as well as general business purposes.
The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process, which starts immediately following the publication of this disclosure. The Company will reserve the right to close the order book at any time.
Carl Zeiss AG will not subscribe for any shares in the contemplated capital increase. Thus, the free float will increase from 35% up to approximately 41% and thereby market liquidity of the Carl Zeiss Meditec AG share will be broadened. Carl Zeiss AG will remain a long-term majority shareholder in Carl Zeiss Meditec AG.
Joh. Berenberg, Gossler & Co. KG and Commerzbank Aktiengesellschaft shall act as Joint Global Coordinators and Joint Bookrunners for the transaction. The Company has agreed a three-month (soft) lock-up with the underwriting banks subject to marketable exceptions. The first trading day of the new shares is scheduled for 27 March 2017.
* NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Carl Zeiss Meditec AG (ISIN: DE 0005313704), which is listed on TecDAX of the German stock exchange, is one of the world’s leading medical technology companies. The Company supplies innovative technologies and application-oriented solutions designed to help doctors improve the quality of life of their patients. It provides complete packages of solutions for the diagnosis and treatment of eye diseases, including implants and consumable materials. The Company creates innovative visualization solutions in the field of microsurgery. With approximately 2,900 employees worldwide, the Group generated revenue of € 1,088 million in financial year 2015/16 (to 30 September).
The Group’s head office is located in Jena, Germany, and it has subsidiaries in Germany and abroad; more than 50 percent of its employees are based in the USA, Japan, Spain and France. The Center for Application and Research (CARIn) in Bangalore, India and the Carl Zeiss Innovations Center for Research and Development in Shanghai, China, strengthen the Company's presence in these rapidly developing economies. Around 35 percent of Carl Zeiss Meditec AG’s shares are in free float. The remaining approx. 65 percent are held by Carl Zeiss AG, one of the world’s leading companies in the optical and optoelectronic industries.
For more information visit our website at www.zeiss.com/med
This news release may contain forward-looking statements based on current assumptions and forecasts made by Carl Zeiss Meditec AG management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. The company assumes no liability whatsoever to update these forward-looking statements or to confirm them to future events or developments.
This publication does not constitute a public offer of securities in Germany. It is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Australia, or any other jurisdiction in which the distribution or release would be unlawful. This publication does not constitute a prospectus, an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America or in any other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act'). The securities of Carl Zeiss Meditec AG described herein have not been and will not be registered under the Securities Act, or the laws of any state or territory of the United States, and may not be offered or sold within the United States of America, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. Carl Zeiss Meditec AG does not intend to register any portion of the offering in the United States of America or conduct a public offering of securities in the United States of America.