DGAP-News

UMS United Medical Systems International AG: UMS International AG prepares for the sale of substantially all of its assets and publishes the invitation to extraordinary general meeting

DGAP-News: UMS United Medical Systems International AG / Key word(s):
AGM/EGM/AGM/EGM
UMS United Medical Systems International AG: UMS International AG
prepares for the sale of substantially all of its assets and publishes
the invitation to extraordinary general meeting

19.08.2014 / 15:07

---------------------------------------------------------------------

UMS International AG prepares for the sale of substantially all of its
assets and publishes the invitation to extraordinary general meeting

Hamburg, August 19, 2014 - On August 14, 2014, UMS United Medical Systems
International AG (UMS / ISIN DE0005493654) has entered into a stock
purchase agreement for the sale of all of the issued and outstanding
capital stock of United Medical Systems (DE), Inc. Westborough,
Massachusetts, USA (UMS USA), to UMS Acquisition Holdings, Inc., a special
purpose vehicle advised by the US-financial investor New State Capital
Partners and announced to invite to an extraordinary general meeting at
short notice. The company today has published the invitation to the
extraordinary general meeting to be held on September 25, 2014, by which
the company asks for the shareholder's consent to the closing of the
transaction.

With the proposed sale of UMS USA, the company intends to sell
substantially all of its assets. By doing so and taking further steps, the
company would like to provide its shareholders the opportunity of a
commercially attractive exit. The company's management and supervisory
board assume that the gains resulting from the proceeds from the disposal
can be distributed to the shareholders with the dividend to be resolved on
at the ordinary general meeting 2015. The remaining assets are intended to
be distributed to the shareholders as liquidation proceeds on a pro rata
basis within the company's liquidation procedure.

Together with the invitation to the general meeting, a written management
report is voluntarily published that clarifies the transaction, its
underlying rationale, its commercial conditions as well as the resulting
consequences for the company's shareholders. Such management report is
available on the company's website at http://www.usmag.com under the
section "Investor Relations" sub-section "Extraordinary General Meeting
2014". The website also provides a copy of the English language original
version of the stock purchase agreement including annexes and attachments
and a German language translation thereof.

The management report which is published relating to the general meeting