DGAP-News: UMS United Medical Systems International AG / Key word(s):
AGM/EGM/AGM/EGM
UMS United Medical Systems International AG: UMS International AG
prepares for the sale of substantially all of its assets and publishes
the invitation to extraordinary general meeting
19.08.2014 / 15:07
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UMS International AG prepares for the sale of substantially all of its
assets and publishes the invitation to extraordinary general meeting
Hamburg, August 19, 2014 - On August 14, 2014, UMS United Medical Systems
International AG (UMS / ISIN DE0005493654) has entered into a stock
purchase agreement for the sale of all of the issued and outstanding
capital stock of United Medical Systems (DE), Inc. Westborough,
Massachusetts, USA (UMS USA), to UMS Acquisition Holdings, Inc., a special
purpose vehicle advised by the US-financial investor New State Capital
Partners and announced to invite to an extraordinary general meeting at
short notice. The company today has published the invitation to the
extraordinary general meeting to be held on September 25, 2014, by which
the company asks for the shareholder's consent to the closing of the
transaction.
With the proposed sale of UMS USA, the company intends to sell
substantially all of its assets. By doing so and taking further steps, the
company would like to provide its shareholders the opportunity of a
commercially attractive exit. The company's management and supervisory
board assume that the gains resulting from the proceeds from the disposal
can be distributed to the shareholders with the dividend to be resolved on
at the ordinary general meeting 2015. The remaining assets are intended to
be distributed to the shareholders as liquidation proceeds on a pro rata
basis within the company's liquidation procedure.
Together with the invitation to the general meeting, a written management
report is voluntarily published that clarifies the transaction, its
underlying rationale, its commercial conditions as well as the resulting
consequences for the company's shareholders. Such management report is
available on the company's website at http://www.usmag.com under the
section "Investor Relations" sub-section "Extraordinary General Meeting
2014". The website also provides a copy of the English language original
version of the stock purchase agreement including annexes and attachments
and a German language translation thereof.
The management report which is published relating to the general meeting
refers in particular to a fairness opinion rendered by the investment bank
M.M.Warburg & CO (AG & Co.) KGaA, Hamburg, confirming that the negotiated
purchase price amounting to EUR 56,400,000 is financially adequate also
from the perspective of the shareholders of UMS United Medical Systems
International AG and taking into consideration the transaction costs
associated with the sale.
About UMS AG
UMS International AG is a provider of innovative healthcare delivery
concepts in the growth segment of high-tech medicine. UMS pioneered the
mobile deployment of medical systems and markets a comprehensive range of
full-service solutions for hospitals and specialists. The forward-looking
concepts include complete services for the customer, covering everything
from system management to the provision of trained application specialists.
The UMS Group currently has over 220 employees worldwide and serves over
650 customers.
Contact
Christian Möller, Tel: (040) 50 01 77-00, Fax: (040) 50 01 77-77, E-Mail:
investor@umsag.com
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19.08.2014 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
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Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: UMS United Medical Systems International AG
Borsteler Chaussee 53
22453 Hamburg
Germany
Phone: +49 (0)40 - 500 177 - 00
Fax: +49 (0)40 - 500 177 - 77
E-mail: investor@umsag.com
Internet: www.umsag.com
ISIN: DE0005493654
WKN: 549365
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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282942 19.08.2014
DGAP-News: UMS United Medical Systems International AG: UMS International AG prepares for the sale of substantially all of its assets and publishes the invitation to extraordinary general meeting
| Source: EQS Group AG