DGAP-Adhoc: Pulsion Medical Systems SE: Pulsion and MAQUET will enter into a domination and profit and loss transfer agreement

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| Source: EQS Group AG
Pulsion Medical Systems SE  / Key word(s): Miscellaneous

03.07.2014 20:38

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Release according to §15 (German) Securities Trade Act
(Wertpapierhandelsgesetz, WpHG)

Pulsion and MAQUET will enter into a domination and profit and loss
transfer agreement

The administrative board of Pulsion Medical Systems SE today approved the
conclusion of a domination and profit and loss transfer agreement pursuant
to sec. 291 et seqq. of the German Stock Corporation Act (Aktiengesetz,
AktG) between Pulsion Medical Systems SE as the controlled entity and
MAQUET Medical Systems AG (an indirect subsidiary of Getinge AB, Sweden) as
the controlling entity. MAQUET Medical Systems AG currently owns 78.26% of
the shares of Pulsion Medical Systems SE (including the own shares held by
Pulsion Medical Systems SE which amount to 0.06% of the registered share
capital).

The domination and profit and loss transfer agreement requires the approval
by the extraordinary general meeting of Pulsion Medical Systems SE, which
is scheduled to take place in Munich on 14 August 2014, and the approval by
the general meeting of MAQUET Medical Systems AG.

In the agreement, MAQUET Medical Systems AG offers to acquire the shares of
the minority shareholders of Pulsion Medical Systems SE for a cash
compensation pursuant to sec. 305 AktG in the amount of 17.03 EUR per
share. The cash compensation corresponds to the volume-weighted average
stock market price of Pulsion Medical Systems SE shares as determined by
the German Federal Financial Supervisory Authority (BaFin) for the relevant
three-month period up to and including 17 February 2014. On this day,
MAQUET Medical Systems AG announced that the minimum acceptance threshold
had been met and its intention to enter into a domination and profit and
loss transfer agreement with Pulsion Medical Systems SE. The applicable
reference share price for the cash compensation is higher than the company
value per Pulsion Medical Systems SE share as determined in an independent
valuation of Pulsion Medical Systems SE carried out by KPMG AG
Wirtschaftsprüfungsgesellschaft in accordance with IDW Standard S 1. It is
also slightly higher than the price offered by MAQUET Medical Systems AG
within the context of its public takeover offer.

The domination and profit and loss transfer agreement also provides for an
annual recurring compensation payment pursuant to sec. 304 AktG in the
gross amount of 1.02 EUR (0.86 EUR net based on the current taxation) per
share.

The expert report by KPMG AG also includes a recent outlook for the current
fiscal year 2014 ending on 31 December 2014. The current outlook for the
ongoing fiscal year as reported in the expert report is within the scope of
the guidance update for revenues and adjusted EBIT margin released in the
quarterly report as of 31 March 2014.

The domination and profit and loss transfer agreement as well as the joint
report by the administrative board of Pulsion Medical Systems SE resp. the
management board of MAQUET Medical Systems AG on the agreement together
with the expert opinion by KPMG AG and the audit report of an independent
court appointed auditor WEDDING & Cie. GmbH Wirtschaftsprüfungsgesellschaft
will be published together with the convocation for the extraordinary
general meeting of Pulsion Medical Systems SE on the internet at
www.pulsion.de in the next few days.


Contact:

Investor Relations
PULSION Medical Systems SE
Ralph Schäfer
Director Legal Affairs 
Tel.: +49 (0)89 / 459914 211 
Fax: +49 (0)89 / 459914 481 
E-mail: schaefer@pulsion.com


03.07.2014 DGAP's 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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Language:     English
Company:      Pulsion Medical Systems SE
              Hans-  Riedl-  Straße 21
              85622 Feldkirchen
              Germany
Phone:        +49 (0)89 4599 14-0
Fax:          +49 (0)89 4599 14-18
E-mail:       info@pulsion.com
Internet:     www.pulsion.com
ISIN:         DE0005487904
WKN:          548790
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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