Carl Zeiss Meditec AG resolves on capital increase from authorized capital

Jena/Germany | Carl Zeiss Meditec AG

Carl Zeiss Meditec AG resolves on a cash capital increase of up to 10 percent.

The Management Board of Carl Zeiss Meditec AG, Jena, (ISIN: DE0005313704), (the “Company”) has resolved, with the consent of the Supervisory Board, to increase the Company’s share capital by up to 10% minus one share. Shareholders’ subscription rights are excluded in conformance with Section 186 (3) sentence 4 German Stock Corporation Act (AktG). The capital increase shall be effected against cash contributions and with partial utilisation of the existing authorized capital of € 40,654,805 pursuant to Art. 4 (5) of the Company’s articles of association. The Company’s share capital shall thus be increased from € 81,309,610 to up to € 89,440,570 through the issue of up to 8,130,960 new no-par value bearer shares (no-par value shares). The new shares shall be endowed with dividend rights for the past fiscal year 2015/16 and shall carry the same rights as the existing shares. The new shares shall be admitted to trading on the regulated market of the Frankfurt Stock Exchange, without a prospectus, with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard).

The net issue proceeds from the capital increase shall serve to finance the Company’s growth strategy, particularly for acquisitions, as well as general business purposes.

The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process, which starts immediately following the publication of this disclosure. The Company shall reserve the right to close the order book at any time.

Carl Zeiss AG will not subscribe for any shares in the contemplated capital increase. Thus, the free float will increase from 35% up to approximately 41% and thereby market liquidity of the Carl Zeiss Meditec AG share will be broadened. Carl Zeiss AG will remain a long-term majority shareholder in Carl Zeiss Meditec AG.

Joh. Berenberg, Gossler & Co. KG and Commerzbank Aktiengesellschaft shall act as joint global coordinators and joint bookrunners for the capital increase. The Company has agreed a three-month (soft) lock-up with the underwriting banks subject to marketable exceptions. The first trading day of the new shares is scheduled for 27 March 2017.