029 Group SE

M&A Activity • Dec 17, 2014

News Details

Takeover Bids | 17 December 2014 18:00

Takeover Offer;

Target company: MeVis Medical Solutions AG; Bidder: VMS Deutschland Holdings GmbH

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

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

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Voluntary Takeover Offer ISIN DE000A0LBFE4 / WKN: A0LBFE

Publication of the decision to make a voluntary takeover offer

(freiwilliges Übernahmeangebot), pursuant to section 10 para. 1 in

conjunction with sections 29 para. 1, 34 of the Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

VMS Deutschland Holdings GmbH

Alsfelder Str. 6

64289 Darmstadt

Germany

registered with the commercial register at the local court (Amtsgericht) of

Darmstadt, Germany, under registration number HRB 8654

Target:

MeVis Medical Solutions AG

Caroline-Herschel-Str. 1

28359 Bremen

Germany

registered with the commercial register at the local court (Amtsgericht) in

Bremen, Germany, under registration number HRB 23791

The shares of MeVis Medical Solutions AG (the ‘Target’) are listed in the

regulated market of the Frankfurt Stock Exchange (Prime Standard) and are

traded in XETRA and in the over the counter market (Freiverkehr) in

Frankfurt, Berlin, Dusseldorf, Munich and Stuttgart.

VMS Deutschland Holdings GmbH (the ‘Bidder’) decided today to offer the

shareholders of the Target to acquire their registered non par value shares

of the Target (ISIN: DE000A0LBFE4/WKN: A0LBFE) by way of a voluntary public

takeover offer (the ‘Takeover Offer’) against payment of an amount of

EUR 17.50 in cash per share.

The specific terms and conditions of the offer arise from the offer

document for the Takeover Offer. The offer document and other information

relating to the Takeover Offer will be published on the internet under

http://www.variango1.de.

The offer document will also be published in the Federal Gazette

(Bundesanzeiger) by way of a notice (Hinweisbekanntmachung).

Shareholders representing over 70 per cent. of the outstanding share

capital of the Target (registered share capital of the Target minus

treasury shares held by the Target) entered into separate agreements with

the Bidder, according to which these shareholders irrevocably undertake to

accept the Takeover Offer for all shares in the Target held by them under

the conditions of the Takeover Offer.

The Bidder currently does not have any shares of the Target.

The Bidder intends to acquire all shares of the Target within the framework

of the Takeover Offer, however, not less than 75 per cent. of the shares

outstanding (registered share capital of the Target minus treasury shares

held by the Target).

Important notice:

This notice is not an offer to buy or the solicitation of an offer to sell

shares of the Target or other securities. The final terms and conditions of

the intended Takeover Offer will be published in the offer document

following the approval by the Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Investors and

holders of shares of the Target are strongly recommended to read the

relevant documents relating to the Takeover Offer, once they have been

published by the Bidder, since they will contain important information.

Investors and holders of shares of the Target can access these documents,

once they have been published, on the website http://www.variango1.de. When

the offer document has been published, it will also be available free of

charge at a location, which is still to be determined, and be sent free of

charge to investors and holders of shares of the Target upon request.

The Takeover Offer will be issued exclusively under the laws of the Federal

Republic of Germany, especially under the German Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the

Regulation on the Content of the Offer Document, Consideration for Takeover

Offers and Mandatory Offers and the Release from the Obligation to Publish

and Issue an Offer (WpÜG-Angebotsverordnung, WpÜG Offer Regulation). The

Takeover Offer will not be executed according to the provisions of

jurisdictions (including the jurisdictions of United States of America,

Canada, Australia, and Japan) other than those of the Federal Republic of

Germany. Thus, no other announcements, registrations, admissions or

approvals of the Takeover Offer outside the Federal Republic of Germany

have been filed, arranged for or granted. The shareholders of MeVis Medical

Solutions AG cannot rely on having recourse to provisions for the

protection of investors in any jurisdiction other than such provisions of

the Federal Republic of Germany. Any contract that is concluded on the

basis of the Takeover Offer will be exclusively governed by the laws of the

Federal Republic of Germany and is to be interpreted in accordance with

such laws.

The Bidder has not approved the publication, sending, distribution, or

dissemination of this notice or any other document associated with the

Takeover Offer by third parties outside the Federal Republic of Germany.

Neither the Bidder nor persons acting in concert with the Bidder within the

meaning of section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way

responsible for the compliance of the publication, sending, distribution,

or dissemination of this notice or any other document associated with the

Takeover Offer by a third party outside of the Federal Republic of Germany

to any jurisdiction with legal provisions other than those of the Federal

Republic of Germany.

The release, publication or distribution of this notice in certain

jurisdictions other than the Federal Republic of Germany may be restricted

by law. Persons who are not resident in the Federal Republic of Germany or

who are subject to other jurisdictions should inform themselves of, and

observe, any applicable requirements.

Darmstadt, Germany, 17 December 2014

VMS Deutschland Holdings GmbH

End of WpÜG announcement

The 17.12.2014DGAP 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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Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in

Berlin, Düsseldorf, München, Stuttgart