Bremen, 10 August 2015 – VMS Deutschland Holdings GmbH as controlling company and MeVis Medical Solutions AG as controlled company today entered into a domination and profit and loss transfer agreement.
The agreement provides for a settlement payment offer pursuant to Section 305 of the German Stock Corporation Act (AktG) in the amount of EUR 19.77 per share of MeVis Medical Solutions AG and a compensation payment pursuant to Section 304 of the German Stock Corporation Act (AktG) in the amount of EUR 1.13 gross (EUR 0.95 net) per share of MeVis Medical Solutions AG. These payment obligations will be additionally secured by a letter of comfort issued by Varian Medical Systems, Inc., which holds indirectly 100 % of shares in VMS Deutschland Holdings GmbH.
The settlement payment offer according to Section 305 of the German Stock Corporation Act (AktG) and the settlement payment pursuant to Section 304 of the German Stock Corporation Act (AktG) are based on an expert valuation prepared by KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main (“KMPG”). According to the results of the valuation by KPMG, the company value (Unternehmenswert) of MeVis Medical Solutions AG amounts to approx. EUR 35.971 million, which is equivalent to a value of EUR 19.77 per share. The average share price of MeVis shares during the relevant three-month period prior to the publication of the intention to enter into a company agreement on 29 April 2015 as determined by the German Federal Financial Supervisory Authority (BaFin) amounts to EUR 18.42 per share.
The domination and profit and loss transfer agrehttps://www.mevis.de/ement requires the approval by the general meeting of MeVis Medical Solutions AG, which will presumably take place on 29 September 2015, and the registration with the commercial register of MeVis Medical Solutions AG. The shareholders’ meeting of VMS Deutschland Holdings GmbH has already approved the conclusion of the domination and profit and loss transfer agreement.