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 --------------------------------------------------------------------- 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: [email protected] --------------------------------------------------------------------- 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, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 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: [email protected] 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 --------------------------------------------------------------------- 282942 19.08.2014