Siemens Healthineers AG

M&A Activity • Oct 7, 2020

News Details

Related Party Transactions | 7 October 2020 18:31

Siemens Healthineers AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

Siemens Healthineers AG / Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]

07.10.2020 / 18:31

Dissemination of a Related Party Transactions announcement transmitted by DGAP – a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

Erlangen, October 7, 2020

Disclosure of material transactions with related parties in accordance with section 111c (4) AktG

Siemens Healthineers AG, Munich

Effective as of October 6, 2020, Siemens Healthineers AG concluded the following transactions:

• Assumption of payment obligations in connection with a loan (the “Relevant Individual Loan”) under a master loan agreement (the “Master Loan Agreement”) from the previous debtor Siemens Healthineers Beteiligungen GmbH & Co. KG in order to streamline Siemens Healthineers AG group’s debt structure. The Relevant Individual Loan was last outstanding between Siemens Finance B.V. as lender and Siemens Healthineers Beteiligungen GmbH & Co. KG as debtor. Originally, Siemens Medical Solutions USA, Inc. was party to the Master Loan Agreement and borrower of the Relevant Individual Loan. The assumption of payment obligations in connection with the Relevant Individual Loan has been effected by entering into an assumption of debt agreement between Siemens Healthineers AG and Siemens Healthineers Beteiligungen GmbH & Co. KG, a consent agreement between the lender Siemens Finance B.V. and Siemens Healthineers AG, Siemens Healthineers Beteiligungen GmbH & Co. KG and Siemens Medical Solutions USA, Inc. as other parties and a notification letter. The covenants, events of default, etc. applicable to the Relevant Individual Loan now relate to Siemens Healthineers AG. The nominal amount of the Relevant Individual Loan is USD 1,688,831,000.00. The total interest due during the remaining term of the Relevant Individual Loan amounts to USD 275,192,478.21. Siemens Healthineers AG and Siemens Healthineers Beteiligungen GmbH & Co. KG incurred no restructuring costs and the terms of the Relevant Individual Loan remained unchanged.

• Assumption of a hedging position from foreign currency hedging transactions between Siemens Healthineers Beteiligungen GmbH & Co. KG and Siemens Aktiengesellschaft in order to hedge foreign currency risks from the Relevant Individual Loan by entering into an ISDA novation agreement by and between Siemens Aktiengesellschaft, Siemens Healthineers Beteiligungen GmbH & Co. KG and Siemens Healthineers AG. No costs were incurred for the assumption of the hedging position and the conditions of the foreign currency hedging transactions remained unchanged.

For Siemens Healthineers AG the conclusion of the aforementioned agreements qualifies as related-party transactions pursuant to sections 111a et seq. German Stock Corporation Act (“AktG”) since Siemens Aktiengesellschaft as a majority shareholder and its indirect subsidiary Siemens Finance B.V. are related parties of Siemens Healthineers AG pursuant to section 111a (1) AktG.

On October 2, 2020, the competent committee of Siemens Healthineers AG’s supervisory board had approved the conclusion of the agreements.

Contact: Marc Koebernick

Head of Investor Relations

Henkestr. 127

91052 Erlangen

Germany

+49 (9131) 84-2676

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07.10.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Language:	English
Company:	Siemens Healthineers AG
	Henkestr. 127
	91052 Erlangen
	Germany
Internet:	https://www.corporate.siemens-healthineers.com

End of News	DGAP News Service