Merger between Eckert & Ziegler BEBIG SA (BEBIG) and Eckert & Ziegler Strahlen - und Medizintechnik AG (EZAG) - Announcement of the filing of the Joint Terms of Merger

Press release 

REGULATED INFORMATION

Merger between Eckert & Ziegler BEBIG SA (BEBIG) and Eckert & Ziegler Strahlen - und Medizintechnik AG (EZAG) - Announcement of the filing of the common draft terms of the cross-border merger (Joint Terms of Merger) and availability of the merger documentation.

Seneffe, Belgium, November 13, 2018. BEBIG announced the filing on 8 November 2018 of the Joint Terms of Merger at the clerk's office of the Hainaut Commercial Court (division Charleroi).

Availability of merger documents

BEBIG will shortly make available the following documents related to the merger on its website www.bebig.com: (i) the Joint Terms of Merger, (ii) the special report of the board of directors of BEBIG on the merger prepared in accordance with article 772/8 of the Belgian Company Code (the BCC), (iii) the report of the independent directors' committee of BEBIG, (iv) the fairness opinion prepared by the independent expert appointed by the independent directors' committee of BEBIG, Allyum, in accordance with article 524 of the BCC and (v) the report of BDO Réviseurs d'Entreprises, the auditor of BEBIG, prepared in accordance with article 772/9 of the BCC.

BEBIG will also made available the report prepared by Mazars GmbH & Co. KG appointed by an order of the district court of Berlin on 6 September 2018 in accordance with Section 122f of the German Transformation Act as merger auditor with respect to EZAG.

Exchange ratio determination

Based on the valuation work of the two companies, the boards of directors of BEBIG and EZAG have decided to propose to the shareholders of BEBIG and EZAG to approve an exchange ratio of 5.3 : 1 for the merger, so that the holder of 5.3 shares in BEBIG would be entitled to receive one share in EZAG.

This exchange ratio has been determined on the basis of the discounted cash flow methods (the DCF) which has been deemed as the most appropriate valuation method by the boards of directors of BEBIG and EZAG, based on the work performed by the different experts. Radiation therapy (BEBIG) is one of the three segments of EZAG. The other segments are Radiopharma and Isotope Products.

The value per share resulting from the DCF valuation, compared with the market prices and the analyst target prices is as follows:

	BEBIG	EZAG
DCF valuation method	EUR 14.99	EUR 79.95
Share price on 13 November 2018	EUR 9.30	EUR 53.70
Analyst target prices	N.A.	EUR 41 and EUR 50

The relation between the enterprise value of the Merging Companies based on the DCF valuation method and the historical EBITDA (2017) is as follows: