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Merger between Eckert & Ziegler BEBIG SA (BEBIG) and Eckert & Ziegler Strahlen - und Medizintechnik AG (EZAG) - Announcement of the filing of the Joint Terms of Merger
Merger between Eckert & Ziegler BEBIG SA (BEBIG) and Eckert & Ziegler Strahlen - und Medizintechnik AG (EZAG) - Announcement of the filing of the common draft terms of the cross-border merger (Joint Terms of Merger) and availability of the merger documentation.
Seneffe, Belgium, November 13, 2018. BEBIG announced the filing on 8 November 2018 of the Joint Terms of Merger at the clerk's office of the Hainaut Commercial Court (division Charleroi).
Availability of merger documents
BEBIG will shortly make available the following documents related to the merger on its website www.bebig.com: (i) the Joint Terms of Merger, (ii) the special report of the board of directors of BEBIG on the merger prepared in accordance with article 772/8 of the Belgian Company Code (the BCC), (iii) the report of the independent directors' committee of BEBIG, (iv) the fairness opinion prepared by the independent expert appointed by the independent directors' committee of BEBIG, Allyum, in accordance with article 524 of the BCC and (v) the report of BDO Réviseurs d'Entreprises, the auditor of BEBIG, prepared in accordance with article 772/9 of the BCC.
BEBIG will also made available the report prepared by Mazars GmbH & Co. KG appointed by an order of the district court of Berlin on 6 September 2018 in accordance with Section 122f of the German Transformation Act as merger auditor with respect to EZAG.
Exchange ratio determination
Based on the valuation work of the two companies, the boards of directors of BEBIG and EZAG have decided to propose to the shareholders of BEBIG and EZAG to approve an exchange ratio of 5.3 : 1 for the merger, so that the holder of 5.3 shares in BEBIG would be entitled to receive one share in EZAG.
This exchange ratio has been determined on the basis of the discounted cash flow methods (the DCF) which has been deemed as the most appropriate valuation method by the boards of directors of BEBIG and EZAG, based on the work performed by the different experts. Radiation therapy (BEBIG) is one of the three segments of EZAG. The other segments are Radiopharma and Isotope Products.
The value per share resulting from the DCF valuation, compared with the market prices and the analyst target prices is as follows:
|DCF valuation method||EUR 14.99||EUR 79.95|
|Share price on 13 November 2018||EUR 9.30||EUR 53.70|
|Analyst target prices||N.A.||EUR 41 and EUR 50|
The relation between the enterprise value of the Merging Companies based on the DCF valuation method and the historical EBITDA (2017) is as follows:
|Enterprise Value (EV)||EUR 34,887k||EUR 387,015k|
|EBITDA 2017||EUR 4,714k||EUR 29.744k|
For an explanation regarding the observed differences, see section 7.2.4 and 7.5 of the special report of the board of directors of BEBIG.
The proposed merger will be submitted for approval to the Extraordinary General Shareholders Meeting of BEBIG, which is scheduled to take place on 21 December 2018 at 10:00 am. All formalities related to the convening of this meeting will be accomplished in due course. The proposed merger will also be submitted for approval to the Extraordinary General Shareholders Meeting of EZAG which is scheduled to take place on 20 December 2018 at 10:00 am.
The merger is expected to be effective before January 31, on the date on which the commercial register of EZAG, i.e. the Handelsregister Berlin-Charlottenburg, will register the Merger into the commercial register of EZAG further to the approval of the shareholders (the Legal Effective Date).
Fractions of shares
The fractions of EZAG Exchange Shares resulting from the Exchange Ratio will initially be allocated to the shareholders in a separate ISIN for partial rights. The custodian banks of the BEBIG Shareholders are requested to transfer the full EZAG Exchange Shares and the combined partial rights to full EZAG Exchange Shares booked with the respective shareholders into the common ISIN of the EZAG Shares. After a conversion period of at least 10 days, the remaining partial rights will be subject to a compulsory merger into full EZAG Exchange Shares by Clearstream Banking AG via the Trustee's account. The Trustee will then sell all full EZAG Exchange Shares on the stock exchange for the account of the shareholders concerned. After this realization, the Trustee will distribute the cash proceeds to the shareholders in proportion to the fractions allocated to them, with the involvement of the custodian banks or depositaries.
Eckert & Ziegler BEBIG SA
Tel. +32 64 520 808