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Tuesday 23 March, 2021

Siemens Healthineers AG

Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

DGAP Related Party Transactions announcement: Siemens Healthineers AG / Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
Siemens Healthineers AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

23.03.2021 / 15:13
Dissemination of a Related Party Transactions announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Disclosure of material transactions with related parties in accordance with section 111c AktG

Munich, March 23, 2021

 

In order to provide the shareholders of Siemens Healthineers AG with a complete picture, Siemens Healthineers AG informs in this voluntary publication with reference to its publication of related party transactions pursuant to Section 111c of the German Stock Corporation Act (AktG) dated March 4, 2021:

 

Siemens Aktiengesellschaft ("Siemens AG"), which controls Siemens Healthineers AG, and Siemens Finance B.V., a subsidiary of Siemens AG, are related parties within the meaning of Section 111a (1) sentence 2 AktG of Siemens Healthineers AG and its subsidiary Siemens Healthcare GmbH and have entered into or amended further financing and hedging transactions with Siemens Healthineers AG and Siemens Healthcare GmbH in connection with the planned acquisition of Varian Medical Systems, Inc. ("Varian") for a purchase price of approximately USD 16.4 billion. These further financing and hedging transactions are:

1. An agreement, entered into on March 11, 2021, between Siemens Healthineers AG and Siemens Finance B.V. on the (partial) voluntary cancellation of the commitment under the bridge facility originally amounting to EUR 15.2 billion between Siemens Healthineers AG and Siemens Finance B.V. described in the ad hoc announcement of Siemens Healthineers AG dated August 2, 2020. For the cancellation of the commitment Siemens Healthineers AG did not pay any consideration to Siemens Finance B.V.

2. Standard hedging instruments, entered into between March 11, 2021 and March 19, 2021: For each of the term loan facility agreements published on March 4, 2021, the related foreign currency risk (amounts of principal and interest) has been hedged using standard hedging instruments (forward, swap) between Siemens Healthineers AG and Siemens AG. For this, a margin of 1.6 basis points, accruing on the trading volume (amounts of principal and interest), is to be paid to Siemens AG.

3. Standard hedging instruments, entered into between March 11, 2021 and March 12, 2021: Additional standard hedging instruments (forward, swap) were entered into between Siemens Healthineers AG and Siemens AG to optimize the timing and economics of payment flows in connection with the various financing transactions. For this no further remuneration beyond the in item 2. above mentioned margin of 1.6 basis points is to be paid.

4. Cash deposits in USD and EUR by Siemens Healthcare GmbH with Siemens AG, entered into between March 11, 2021 and March 12, 2021, in the equivalent of an aggregate amount of approximately EUR 8.5 billion to optimize interest rates, as the timing of the payment of the purchase price for the acquisition of Varian differs from the timing of the receipt of funds from the financing transactions. The interest rate applicable thereto depends on the term of the deposits and then applicable market conditions.

In the opinion of the Managing Board of Siemens Healthineers AG and the management of Siemens Healthcare GmbH, the Siemens Healthineers Group would not have been able to conclude the further financing and hedging transactions in the capital markets at more favorable terms.

By entering into the hedging instruments, the average interest rate of the credit facilities mentioned in the publication of March 4, 2021 in the amount of approximately 1.6% p.a. could be reduced by at least 120 basis points for the benefit of Siemens Healthineers.

By resolution dated July 31, 2020, the responsible Supervisory Board committee had approved in principle financing transactions in connection with the acquisition of Varian. On February 23, 2021, the responsible Supervisory Board committee approved the above transactions specifically.



23.03.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language: English
Company: Siemens Healthineers AG
Henkestr. 127
91052 Erlangen
Germany
Internet: https://www.corporate.siemens-healthineers.com

 
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