Siemens Healthineers AG has successfully placed 75 million new shares with institutional investors through an accelerated bookbuilding offering. The placement price was set at EUR 36.40 per share, resulting in gross proceeds of around EUR 2.73 billion before deduction of commissions and expenses. Thereby, Siemens Healthineers’ share capital will increase by around 7.5 percent to EUR 1.075 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, 2019. As communicated earlier, Siemens Healthineers plans to use the proceeds from the capital increase, following deduction of commissions and expenses, to partially finance the announced acquisition of Varian Medical Systems, Inc.
“We appreciate the trust that the capital market has placed in us,” said Dr. Jochen Schmitz, CFO of Siemens Healthineers AG. “The successful placement of shares is an important milestone for the financing of the planned acquisition of Varian and provides us with a lot of room to maneuver.”
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 September 4, 2020. Trading is expected to commence on September 8, 2020. 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 September 9, 2020. 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 180 days, subject to market standard exemptions. As a result of the placement, Siemens AG’s direct and indirect stake in the share capital will decrease from 85 percent to around 79 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. Varian’s Board of Directors unanimously approved the agreement and recommends to the Varian shareholders also to approve the agreement. The acquisition of Varian is expected to close in the first half of calendar year 2021, with closing being subject to approval by Varian shareholders, receipt of regulatory approvals and satisfaction of other customary closing conditions.
Siemens Healthineers plans to finance the acquisition of Varian with a mix of debt and equity. Against this background, the company had announced on August 2, 2020 that, in a first step, it plans to place new shares without a prospectus, depending on market conditions, still within calendar year 2020. This step has been completed successfully with today’s placement. Siemens Finance B.V. has provided Siemens Healthineers with a bridge facility to finance the planned acquisition. The net proceeds from the capital increase shall be used to replace a portion of the amount available under such bridge facility.
The corresponding ad hoc announcements are available at https://www.corporate.siemens-healthineers.com/investor-relations/news-ad-hoc-announcements
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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.