UMS United Medical Systems International AG decides to make an offer to buy back up to 300,000 shares
Buy-back price of EUR 6.35 per share / Offer targets up to 6.16% of the share / Newly acquired shares are likely to be retired
This corresponds to up to 6.16% of the Company's existing share capital. In the event of over-subscription, the Company reserves the right to buy back a higher number of shares offered within the limitations and authorizations set by the law and granted by the Company's shareholders's meeting, albeit up to a maximum of 487,328 shares. The basis for executing the public buy-back offer is the resolution passed by the Company's shareholders' meeting on May 19, 2011.
Shareholders have from Wednesday, January 11, 2012 to midnight Central European Time, Wednesday, January 25, 2012, to accept the offer.
The buy-back price for each share offered back to the Company will be EUR 6.35, which represents a premium of approximately 5% on the average closing price for shares of the Company in Xetra trading over the five trading days on the Frankfurt Stock Exchange preceding publication of the share buy-back offer.
If the total number of shares of UMS United Medical Systems International AG for which acceptance notices are received under the buy-back offer exceeds 300,000 and the offering size is not increased - or the increased offering size is oversubscribed as well - the repurchases will be made on a pro rata basis. However, smaller tenders of up to 100 shares will be accepted on a preferential basis. Assuming the buy-back offer for 300,000 shares is accepted and executed in full, the volume of treasury shares held by UMS United Medical Systems International AG would increase from zero to 300,000.
The acceptance and execution of the buy-back offer would further reduce the number of shares outstanding which would have a corresponding positive effect on the Company's earnings per share. The Management Board intends to retire the shares it acquires through the public buy-back offer.
Details of the offer are contained in the offer document, which will be available on the Company's website (http://www.umsag.com) under the menu item 'Investor Relations/Share buy-back' as well as on January 10, 2012 in the electronic Bundesanzeiger (German Federal Gazette).
The buy-back offer will not and may not be made, directly or indirectly, in the United States of America. The offer document must therefore not be published, forwarded, distributed or transmitted in the United States of America; neither by use of the postal service nor any other means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of the United States of America. This includes but is not limited to fax transmission, electronic mail, telex, telephone and the Internet. Therefore, copies of this buy-back offer and other documents related to it may not be forwarded or transmitted in or into the United States of America. The buy-back offer can not be accepted by shareholders with their seat, residence or habitual abode in the United States of America except in a transaction not subject to or pursuant to an applicable exemption of the securities laws of the United States of America and in particular the United States Securities Exchange Act of 1934, as amended.