Merger between Eckert & Ziegler BEBIG SA (BEBIG) and Eckert & Ziegler Strahlen - und Medizintechnik AG (EZAG) - Announcement of the effectiveness of the merger on 18 February 2019.

Press release 

REGULATED INFORMATION

Seneffe, Belgium, 18 February 2019.

Effectiveness of the merger

The merger between EZAG and BEBIG was approved by the shareholders of both merging companies, respectively on 20 December 2018 and 21 December 2018.

The merger has been registered with the commercial register of EZAG, i.e. the Handelsregister Berlin-Charlottenburg on 18 February 2019, which shall be the date on which the merger is effective. As a consequence thereof, BEBIG ceased to exist on 18 February 2019 following its dissolution without liquidation. BEBIG shares will be delisted from Euronext Brussels (and cancelled) and BEBIG's shareholders will be allocated EZAG shares, which are listed on Frankfurt Stock Exchange, within the time frame described below.

Suspension of quotation

Further to the effectiveness of the merger and in anticipation of the delisting from Euronext Brussels of the BEBIG shares, the quotation of BEBIG shares on Euronext Brussels will be suspended as from the registration of the merger until the formal delisting from Euronext Brussels of the BEBIG shares.

Exchange ratio

The shareholders of BEBIG and EZAG approved the proposed exchange ratio of 5.3 : 1 for the merger, so that the holder of 5.3 shares in BEBIG will be entitled to receive one share in EZAG.

This exchange ratio has been determined on the basis of the discounted cash flow methods 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.

Trustee

BEBIG appointed Quirin Privatbank AG, Kurfürstendamm 119, 10711 Berlin, as trustee (the Trustee) for the receipt of the allocated EZAG shares (the EZAG Exchange Shares). EZAG has transferred to the Trustee the EZAG Exchange Shares required prior to the registration of the merger with the commercial register of EZAG and instructed the Trustee to transfer such EZAG Exchange Shares to the shareholders of BEBIG pursuant to the exchange ratio and following the described procedure below that will take between two to four weeks (estimate).

Fractions of shares

The fractions of the EZAG Exchange Shares resulting from the exchange ratio will initially be allocated to the shareholders in a separate ISIN for partial rights. These partial rights are freely transferable from 11 to 22 March 2019. The custodian banks or depositaries of the BEBIG shareholders are then requested to transfer the full EZAG Exchange Shares and the combined partial rights to full EZAG Exchange Shares booked with the respective shareholders into the common ISIN of the EZAG shares.