“We appreciate the trust that the capital market has placed in us,” said Dr. Jochen Schmitz, CFO of Siemens Healthineers AG. “The successful placement of shares is an important milestone for the financing of the planned acquisition of Varian and provides us with a lot of room to maneuver.”
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 September 4, 2020. Trading is expected to commence on September 8, 2020. 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 September 9, 2020. Following the private placement, Siemens Healthineers will be subject to a lock-up – i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase – of 180 days, subject to market standard exemptions. As a result of the placement, Siemens AG’s direct and indirect stake in the share capital will decrease from 85 percent to around 79 percent.
On August 2, 2020, Siemens Healthineers and Varian had announced that they have entered into an agreement, pursuant to which Siemens Healthineers shall acquire all shares of Varian for USD 177.50 per share in cash. Varian’s Board of Directors unanimously approved the agreement and recommends to the Varian shareholders also to approve the agreement. The acquisition of Varian is expected to close in the first half of calendar year 2021, with closing being subject to approval by Varian shareholders, receipt of regulatory approvals and satisfaction of other customary closing conditions.Siemens Healthineers plans to finance the acquisition of Varian with a mix of debt and equity. Against this background, the company had announced on August 2, 2020 that, in a first step, it plans to place new shares without a prospectus, depending on market conditions, still within calendar year 2020. This step has been completed successfully with today’s placement. Siemens Finance B.V. has provided Siemens Healthineers with a bridge facility to finance the planned acquisition. The net proceeds from the capital increase shall be used to replace a portion of the amount available under such bridge facility.