DGAP-Adhoc

MeVis Medical Solutions AG: Conclusion of a domination and profit and loss transfer agreement between VMS Deutschland Holdings GmbH and MeVis Medical Solutions AG

MeVis Medical Solutions AG / Key word(s): Miscellaneous

10.08.2015 21:46

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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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 agreement 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.


10.08.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: MeVis Medical Solutions AG
Caroline-Herschel-Str. 1
28359 Bremen
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: http://www.mevis.de
ISIN: DE000A0LBFE4
WKN: A0LBFE
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart

End of Announcement DGAP News-Service

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