Court corroborates majority decision of Carl Zeiss Meditec shareholders - New blockade possible due to appeals at Higher Regional Court
(Jena, 22 August 2006) In its decision announced yesterday evening, regarding the claims filed by eight shareholders against the planned takeover of Carl Zeiss Surgical, Gera District Court awarded in favour of Carl Zeiss Meditec AG (ISIN DE0005313704) and dismissed the pending claims as unfounded. The Court thus corroborates the outcome of Carl Zeiss Meditec's General Meeting on 10 March this year, at which an overwhelming majority of the free float shareholders present voted in favour of the transaction. The Court also approved the release procedure filed for by the medical technology provider, which is listed on the Prime Standard of the German stock exchange. The company applied for this to avoid - by way of a fast-track procedure - any economic disadvantages arising for the company and its shareholders from a delay in the transaction.
Claimants may file against the District Court's decision within two weeks at the responsible Higher Regional Court. A new blockade would delay the transaction further. Even if this were to happen, the company still expects to close on the acquisition before the end of the 2006 calendar year. At the heart of this transaction is a capital increase, which will allow all shareholders of the company to purchase new Carl Zeiss Meditec shares at a subscription price of EUR 10.10.
Ulrich Krauss, President and CEO of Carl Zeiss Meditec AG, said: "The responsible court supported our arguments and cleared the way for the rapid takeover. In the interests of both companies, our employees and our shareholders, it remains our goal to complete this transaction as quickly as possible."
Carl Zeiss Meditec's aim behind the planned acquisition of Carl Zeiss Surgical, which specialises in visualisation systems for ophthalmology and neuro / ear, nose and throat (ENT) surgery, is to continue its successful growth trend and further reinforce its position as a key global medical technology provider. Legal notice This document is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The subscription rights and the new shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States, and may not be offered, sold or delivered in the United States. Any public offering of securities to be made in the United States of America would be made by means of a prospectus to be obtained from Carl Zeiss Meditec AG, containing detailed information about the company and management, as well as financial statements. This document does not constitute an offer to sell or the solicitation of an offer to purchase the Shares or other securities of Carl Zeiss Meditec AG and is not a prospectus approved by the German Financial Supervisory Authority pursuant to the German Securities Sales Prospectus Act. The information contained in this document is not for publication or distribution in the United States of America. Brief Profile Built on an unparalleled 150-year heritage of optical innovation, Carl Zeiss Meditec AG (International Securities Identification Number DE000531370) is one of the world's leading eye care solutions providers. Its product line includes systems for the diagnosis and treatment of the four main diseases of the eye: vision defects (refraction), cataracts, glaucoma and retinal disorders. The company has incorporated its technological expertise into a stream of product innovations throughout the years, from slit lamps and fundus cameras; to the Humphrey® Field Analyzer, recognized as the global standard for glaucoma detection and management; to its newest applications of lasers as embodied in its leading-edge MEL-80(TM) refractive laser and innovative STRATUSOCT(TM) device for glaucoma diagnosis. Since 2005, the company has also been present in the market for intraocular lenses and consumables, and now covers almost the entire value chain of ophthalmic surgery. The company is looking to continue its profitable growth in the future. The planned acquisition of Carl Zeiss Surgical is intended to further supplement the eye surgery product portfolio and to open up additional growth prospects in neuro and ENT surgery. Carl Zeiss Surgical is the leading provider of visualisation solutions in the world in both these fields. Carl Zeiss Meditec AG is based in Jena, Germany, with subsidiaries in Pirmasens, Germany (Carl Zeiss Meditec Systems GmbH), the USA (Carl Zeiss Meditec, Inc.), Japan (Carl Zeiss Meditec Co. Ltd.) and France (IOLTECH S.A.). The rapidly aging global population and other trends are expected to grow the ophthalmic market in the long term. The company is focused on applying innovative optical technologies to protect and enhance vision now and into the future. 35 percent of Carl Zeiss Meditec shares are in free float. The remaining 65 percent are held by Carl Zeiss, one of the world's leading international groups engaged in the optical and opto-electronics industry. Contact: Jens Brajer/Director Investor Relations Goeschwitzer Strasse 51-52 07745 Jena, Germany Telephone: +49 (0) 36 41 - 2 20 - 1 05 Fax: +49 (0) 36 41 - 2 20 - 1 17 E-mail: [email protected] Web: http://www.meditec.zeiss.com/ir
--- End of Message --- WKN: 531370; ISIN: DE0005313704; Index: CDAX, Prime All Share, TECH All Share; Listed: Freiverkehr in Bayerische Börse München, Freiverkehr in Börse Stuttgart, Freiverkehr in Börse Berlin Bremen, Freiverkehr in Börse Düsseldorf, Freiverkehr in Hanseatische Wertpapierbörse zu Hamburg, Freiverkehr in Niedersächsische Börse zu Hannover, Prime Standard in Frankfurter Wertpapierbörse, Geregelter Markt in Frankfurter Wertpapierbörse;
