Siemens Healthineers AG has successfully placed 53 million new shares with institutional investors through an accelerated book-building offering. The placement price was set at EUR 44.10 per share, resulting in gross proceeds of around EUR 2.34 billion before deduction of commissions and expenses. Approximately 16.2 percent of the offer size was allocated to Qatar Investment Authority (QIA).
Thereby, the share capital of Siemens Healthineers AG will increase to EUR 1.128 billion. The new shares will be issued from authorized capital under exclusion of subscription rights of shareholders and will carry dividend rights as from October 1, 2020. Siemens Healthineers plans to use the net proceeds from the capital increase to partially finance the planned acquisition of Varian Medical Systems, Inc. („Varian“).
„With this share placement, we successfully completed the equity-related part of the Varian financing and implemented the financing structure as originally announced,” said Dr. Jochen Schmitz, CFO of Siemens Healthineers AG. “The transaction will also increase the free float and hence the attractiveness of our share.”
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 on March 26, 2021 without a prospectus. 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. As a result of the placement, Siemens AG’s direct and indirect stake in the share capital will decrease from approximately 79 percent to slightly above 75 percent.
On August 2, 2020, Siemens Healthineers and Varian had announced that they have entered into an agreement, pursuant to which Siemens Healthineers shall acquire all shares of Varian for USD 177.50 per share in cash. This corresponds to a purchase price of around USD 16.4 billion. The acquisition is expected to close in the first half of calendar year 2021.
Siemens Finance B.V. has provided Siemens Healthineers with a bridge facility to finance the planned acquisition of Varian. In the first step of the refinancing, Siemens Healthineers placed 75 million new shares on September 2, 2020, generating gross proceeds of EUR 2.73 billion. On March 4, 2021, Siemens Finance B.V. and Siemens Healthineers AG entered into loan agreements through which Siemens Healthineers AG received proceeds of around USD 10 billion. The second capital increase completes the equity-related part of the Varian financing.
“The planned acquisition of Varian is the largest takeover in our history. Thanks to the two successful equity raises we managed to optimize the financing mix for us, allowing us to retain a very solid balance sheet and net leverage level following the acquisition”, said Schmitz.
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.