curasan AG enters into an agreement with a strategic investor and resolves implementation of a capital increase with subscription rights


Kleinostheim, 4 September 2017 – Today, curasan AG (ISIN DE0005494538) and a strategic investor from China entered into an investment agreement, which provides for an acquisition up to approximately 25 % of the share capital. Furthermore the investment agreement provides an extension of the distribution of curasan orthopedic and dental products in China and other Asian countries.

In this context the management board of curasan AG, with the consent of the supervisory board, resolved today to partially utilize the Authorised Capital 2017 to increase the share capital of curasan AG of EUR 11,417,610,00 against cash contributions by up to EUR 4,151,856. To implement this capital increase, curasan AG plans to issue up to 4,151,856 new ordinary bearer shares with no par value, each representing a notional interest in the share capital of EUR 1.00. The up to 4,151,856 new shares will be subscribed for by Lang & Schwarz Broker GmbH, Düsseldorf, with the obligation to offer them to existing shareholders for subscription by way of indirect subscription rights at a subscription ratio of 22:8, meaning that shareholders may subscribe eight new shares for every 22 existing shares they hold, at the subscription price.[For purposes of maintaining an even subscription ratio, one shareholder has waived the subscription right arising from 6 existing shares. The subscription price is EUR 1.20.

The shareholders can exercise their subscription rights during the subscription period, which is expected to commence on 11 September 2017 and to conclude on 25 September 2017 (including). The subscription offer is expected to be published in the Federal Gazette (Bundesanzeiger) on 7 September 2017.

According to the investment agreement, the strategic investor is obliged to acquire all new shares not subscribed for by the shareholders during the subscription period at the subscription price („Back-Stop“), to the extent that the total price to be paid by the strategic investor is less than EUR 4,999,999.00 and provided that the level of participation that is acquired by the strategic investor does not exceed 25 % of the share capital minus one share. Based on the maximum amount of 4,151,856 new shares to be issued in the capital increase, the strategic investor will acquire no more than 3,892,366 new shares as a result of the back-stop.

The application for the registration of the implementation of the capital increase in the commercial register of the company depends on the payment of the purchase price of the new shares by the strategic investor, which is subject to special regulatory requirements and approvals for any capital transfer by the strategic investor. Even though the strategic investor is confident that the required approvals will be available immediately after the end of the subscription period, this can not be guaranteed. Under the assumption that the transfer of the purchase price will occur 3 days after the end of the subscription period, the registration of the capital increase will is expected to occur on 5 October 2017 at the earliest; however, it could also be delayed by several weeks.