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. --------------------------------------------------------------------------- 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: [email protected] 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 --------------------------------------------------------------------------- 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: [email protected] 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 ---------------------------------------------------------------------------