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DGAP-Adhoc: Siemens Healthineers plans acquisition of Varian

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DGAP-Ad-hoc: Siemens Healthineers AG / Key word(s): Mergers &
Acquisitions/Capital Increase
Siemens Healthineers plans acquisition of Varian

02-Aug-2020 / 09:46 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Siemens Healthineers AG (Frankfurt: SHL) ("Siemens Healthineers") today
entered into an agreement with Varian Medical Systems, Inc. (NYSE: VAR)
("Varian"), a global leader in the field of cancer care, pursuant to which
Siemens Healthineers shall acquire all shares of Varian for $177.50 per
share in cash. This corresponds to a purchase price of Varian of approx.
$16.4 billion. In fiscal year 2019, Varian's revenues had amounted to $3.2
billion with an adjusted operating margin of approximately 17 percent.

The Board of Directors of Varian has unanimously approved the conclusion of
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 the Varian
shareholders' approval, receipt of regulatory approvals and satisfaction of
other customary closing conditions.

The acquisition of Varian is expected to have a positive effect on the
adjusted basic earnings per share of Siemens Healthineers within the first
12 months after its closing. Siemens Healthineers aims for EBIT synergies
after the closing of the acquisition of at least &euro300 million per annum
in fiscal year 2025. Such synergies will be a mix of revenue and cost
synergies, of which the revenue synergies are expected to contribute a
significant portion over time.

Siemens Healthineers plans to finance the acquisition of Varian with a mix
of debt and equity. Siemens Finance B.V., a subsidiary of Siemens
Aktiengesellschaft ("Siemens AG"), which controls Siemens Healthineers and
is a related party within the meaning of Sect. 111a Para. 1 Sentence 2
German Stock Corporation Act (_Aktiengesetz_), will provide Siemens
Healthineers for a transitional period with a bridge facility in an amount
of &euro15.2 billion to finance the acquisition price and additional costs
and expenses in connection with the acquisition of Varian.

Siemens Healthineers plans to replace up to approximately 50 percent of the
amount available under the bridge facility provided by Siemens Finance B.V.
through the issuance of equity. For this purpose, Siemens Healthineers
intends to increase the share capital by issuing new shares with
subscription rights expected to be excluded. In a first step, Siemens
Healthineers plans to place new shares without a prospectus, depending on
market conditions, still within calendar year 2020. It is planned that the
remaining amount under the bridge facility will be refinanced through loans
provided by Siemens AG or one of its subsidiaries to Siemens Healthineers at
arm's lengths conditions.

The agreement on the bridge facility between Siemens Healthineers and
Siemens Finance B.V. was signed on July 31, 2020 with the consent of the
competent committee of the supervisory board, subject to evidence of the
conclusion of the agreement, and entered into force on August 2, 2020.

The bridge facility has a maximum tenor of 24 months commencing upon
closing; it may be early redeemed by Siemens Healthineers and cancelled or
accelerated by Siemens Finance B.V. under certain conditions. The bridge
facility is unsecured.

The variable and, over time, increasing margin over EURIBOR and LIBOR will
range between 43 basis points and 138 basis points (between 63 basis points
and 158 basis points for US Dollar amounts). Unused available commitment is
subject to a commitment fee of up to 30 percent of some part of the margin.
The commitment fee and interest rate upon drawing do not exceed comparable
proposals submitted by banks. Should Siemens Healthineers use the bridge
facility over the maximum tenor and not early redeem by way of equity or
debt refinancings, the maximum consideration under the agreement would
amount to up to &euro540 million.

In connection therewith, Siemens Healthineers Holding I GmbH will, with the
consent of the competent committee of the supervisory board, enter into a
hedging transaction with Siemens AG to be secured against currency
fluctuations of the US Dollar in relation to the purchase price liability.
The costs for the hedging transaction are expected not to exceed &euro160
million. The hedging transaction is in line with market conditions.

On July 31, 2020, Siemens Healthineers, with the consent of the competent
committee of the supervisory board, issued a guarantee for the benefit of
Siemens AG to secure all liabilities of Siemens Healthineers Holding I GmbH
under the hedging transaction. The maximum value attributed to this
guarantee equals the costs of the hedging transaction.

Contact:
Marc Koebernick
Head of Investor Relations
Henkestr. 127
91052 Erlangen
+49 (0) 9131-84-2676
marc.koebernick@siemens-healthineers.com

*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.

This announcement includes "forward-looking statements". These statements
contain the words "anticipate", "believe", "intend", "estimate", "plan",
"expect", "target" and "will" and words of similar meaning. All statements
other than statements of historical facts included in this announcement,
including, without limitation, those regarding Siemens Healthineers'
financial position, business strategy, the expected financial impact of the
acquisition of Varian (including costs and revenue synergies), plans and
objectives of management for future operations (including the achievement of
costs and revenue synergies) are forward-looking statements. By their
nature, such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual
results, performance or achievements of the Siemens Healthineers to be
materially different from results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding Siemens Healthineers' present
and future business strategies and the market environment in which Siemens
Healthineers will operate in the future. Each of the Companies referred to
in this announcement, the relevant group entities and their respective
affiliates, agents, directors, officers, employees and advisers, expressly
disclaims any obligation or undertaking to update any forward-looking
statements contained herein. You are urged to consider these factors
carefully in evaluating the forward-looking statements in this announcement
and not to place undue reliance on such statements.

This document includes - in the applicable financial reporting framework not
clearly defined - supplemental financial measures (financial key performance
indicators) that are or may be alternative performance measures
(non-GAAP-measures). These supplemental financial measures may have
limitations as analytical tools and should not be viewed in isolation or as
alternatives to measures of Siemens Healthineers' net assets and financial
positions or results of operations as presented in accordance with the
applicable financial reporting framework in its Consolidated Financial
Statements. Other companies that report or describe similarly titled
alternative performance measures may calculate them differently, which may
therefore not be comparable.

Due to rounding, numbers presented throughout this and other documents may
not add up precisely to the totals provided and percentages may not
precisely reflect the absolute figures to which they refer.

Please find further explanations to our financial key performance indicators
in chapter ??zA.2 Financial performance system" and in the notes to the
consolidated financial statements note 29 ??zSegment information" in the
Annual Report 2019 of Siemens Healthineers. Additional information on
reconciliations is also included in the Analyst Presentation. These
documents are available under the following internet link
https://www.corporate.siemens-healthineers.com/investor-relations/presentati
ons-financial-publications.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of
any vote or approval. The proposed merger will be submitted to the
stockholders of Varian for their consideration and approval. In connection
with the proposed merger, Varian will file a preliminary proxy statement
with the SEC. Once the SEC completes its review of the preliminary proxy
statement, a definitive proxy statement and a form of proxy will be filed
with the SEC and mailed or otherwise furnished to the stockholders of
Varian. Before making any voting decision, Varian stockholders are urged to
read the proxy statement in its entirety, when it becomes available, and any
other documents to be filed with the SEC in connection with the proposed
merger or incorporated by reference in the proxy statement, if any, because

(MORE TO FOLLOW) Dow Jones Newswires

August 02, 2020 03:46 ET ( 07:46 GMT)
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