Medion AG: Ad hoc Release pursuant to Section 15 WpHG
Envisaged Takeover Offer for Medion AG
Essen, 1 June 2011 - Today, Medion AG was informed that Lenovo Germany Holding GmbH, a subsidiary of Lenovo Group Limited, will commence a public takeover offer for all outstanding shares of Medion AG for 13.00 Euros per share in cash. The takeover offer will inter alia be subject to the receipt of antitrust clearance as well as the achievement of a minimum participation threshold of 51.00% of the registered share capital of Medion AG.
With regard to the envisaged transaction, Medion AG has concluded a business combination agreement with Lenovo setting forth the cornerstones of the transaction, the support of the transaction by Medion AG and the mutual understanding regarding the future business co-operation between Medion und Lenovo.
Today, the main shareholder of Medion AG, Mr Gerd Brachmann, has entered into a share purchase agreement with Lenovo regarding the conditional sale of approx. 36.66% of the shares of Medion AG at a price of 13.00 Euros per shares. 80% of the purchase price shall be paid in cash and 20% in Lenovo shares. The closing of such purchase agreement is inter alia subject to the receipt of antitrust clearance and the achievement of a minimum participation threshold of 51.00% of the registered share capital of Medion AG. With respect to the remaining Medion shares held Mr Brachmann, Mr Brachmann and Lenovo have agreed a long-term call and put option.