DGAP-Adhoc

Siemens Healthineers AG: Siemens Healthineers launches cash capital increase with exclusion of shareholders' subscription rights through accelerated bookbuilding - Seite 2

Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to take place without a prospectus on March 26, 2021. Trading is expected to commence on March 30, 2021. It is intended to include the new shares in the existing listing of the company's shares. The delivery of the new shares is scheduled for March 31, 2021.

The Company already received demand from a long only anchor investor for 16 to 17% of the targeted offer size at the current market price.

Siemens Finance B.V. has provided Siemens Healthineers with a bridge facility to finance the purchase price for the planned acquisition of Varian Medical Systems, Inc. that was announced on August 2, 2020. The net proceeds from the capital increase shall be used to replace a portion of the amount remaining available under such bridge facility which has been partly replaced by the first capital increase in September 2020 and most recently by way of USD term loan facilities with different tenors.
Beyond this capital increase, the Siemens Healthineers managing board does not plan any further placement of shares for the financing of the planned acquisition of Varian Medical Systems, Inc.

DISCLAIMER:

This announcement is not directed to, or intended for distribution to or use by, any natural person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of other jurisdictions.

The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.

In member states of the European Economic Area ('EEA'), the placement of shares described in this announcement is only directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the 'Prospectus Regulation') ('Qualified Investors'). In the United Kingdom, the placement of shares described in this announcement is only directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the 'Order'), (ii) falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.