Ad-hoc | 22 November 2001 07:18

Asclepion-Meditec AG english

Carl Zeiss and Asclepion plan to combine their activities in ophthalmology Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Carl Zeiss Group, Oberkochen, and Asclepion Meditec AG, Jena, intend to combine their activities in Ophthalmology to create a worldwide leading provider of ophthalmic equipment. The parties plan to merge the Ophthalmology Equipment business unit of Carl Zeiss Jena GmbH (a one hundred percent owned subsidiary of Carl Zeiss), and Carl Zeiss Ophthalmic Systems, Inc. Dublin USA, with Asclepion Meditec AG, a publicly listed company. The Agreement in Principle which has been signed by both parties, will make Carl Zeiss the majority shareholder of the new company. The result of the transaction will be to create a company called Carl Zeiss Meditec AG which will be listed on the Neuer Markt in Frankfurt as an attractive Technology stock. The company will have a healthy free float and will be among the top 100 companies on the Neuer Markt. end of ad-hoc-announcement (c)DGAP 22.11.2001 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: Worldwide market leader in Opthalmic Equipment The world market for ophthalmology is currently growing at double digit rates due to demographic developments in industrialized nations. The activities of Asclepion and Zeiss compliment each other in an ideal way in view of this fact. In the growth market of Refractive surgery, Asclepion is the largest European system provider. Carl Zeiss, on the other hand, is the leading brand for ophthalmic diagnostic systems. The new company will be able to offer a complete range of products from diagnosis, to operation, to follow up treatment. With combined sales of about 260 million Euro in the 2001 business year ending September 30, and approximately 750 employees (of which about 400 will be located in Jena) the new company will be a leading global manufacturer of ophthalmic equipment. The combination offers a considerable potential that will insure continued company growth. For example, the strong US presence of Zeiss will give Asclepion’s products access to the important American market. The bundling of technological ability will insure that the new company will maintain a leading position in the development of innovative products. The proposed merger will enable the development of new generation products not only in the area of ophthalmology but also in the Asclepion areas of Aesthetic and Dental. Key data of the transaction The management of the new company will be include representatives of both Asclepion and the Carl Zeiss Group. Representatives from Zeiss, and DEWB (Asclepion’s largest shareholder) will make up the supervisory board which will also include seats for employee representatives. The Agreement in Principle has already been approved by the supervisory board from Asclepion as well as the advisory board of the Carl Zeiss foundation. These committee decision is made with the usual reservations. The merger will also be dependent on the following factors: – Approval of the supervisory board of Carl Zeiss Jena GmbH – Approval by the shareholders of Asclepion-Meditec AG at the general shareholders meeting in May 2002 – Approval by Cartel Authorities A renowned accounting firm was hired to establish an appropriate valuation of both companies and to determine the exchange ratio. In addition, more detailed due diligence will be carried out by both companies. Contact: Jens Brajer Investor Relations/Public Relations Phone: +49 (0) 3641/220-105 Fax.: +49 (0) 3641/220-102 E-mail: jb@asclepion.com ——————————————————————————– WKN: 531 370; Index: Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, Hannover, München, Stuttgart 220718 Nov 01