NON-BINDING CONVENIENCE TRANSLATION ONLY THE GERMAN LANGUAGE VERSION IS BINDING Offer Document Voluntary Public Share Buy-Back Offer b y Pulsion Medical Systems SE Hans- Riedl- Str. 21, 85622 Feldkirchen to its Shareholders for the Acquisition of up to 300,000 Non-par Bearer Shares in Pulsion Medical Systems SE (the Pulsion Shares ) ISIN DE0005487904 / WKN 548 790 Tendered for Buy-back: ISIN DE000A1PG607 / WKN A1P G60 In Return for a Cash Consideration of EUR 8.00 per Pulsion Share Acceptance period: August 30, 2012 to September 27, 2012, 24:00 (Central European Time) 1
1. General statements 1.1 Execution of buy-back offer under German law The following purchase offer by Pulsion Medical Systems SE (hereafter also referred to as Company ) is a voluntary public purchase offer in the form of a partial tender offer to acquire its own (treasury) shares (the Buy-back Offer" or Offer"). In an information sheet dated August 9, 2006, the Federal Agency for the Supervision of Financial Services ( BaFin" using its German acronym) gave notice that in conjunction with the Takeover Guidelines Implementation Act which came to force on July 14, 2006 the BaFin had amended its administrative practice with regard to the applicability of the German Securities Acquisition and Takeover Act ( WpÜG using its German acronym) to the buy-back of treasury shares to the effect that the WpÜG does not apply for public offers for the acquisition of an entity s own shares. As a consequence, this Buy-back Offer does not comply with the requirements of the WpÜG and has neither been submitted to the BaFin for examination nor for review. The Company s shareholders are hereafter referred to individually as Pulsion Shareholder" and jointly as Pulsion Shareholders". This Offer is being executed solely pursuant to the law of the Federal Republic of Germany. The Company does not plan or intend to issue or publish the Offer in accordance with the laws of any other jurisdiction other than the Federal Republic of Germany. No public announcements have been made for the Buy-back Offer which might fall under the legal requirements of any other jurisdiction. As a consequence, Pulsion shareholders may not rely on the application of investor protection provisions under the laws of other jurisdictions. 1.2 Publication of the Offer Document The Offer Document is written in German and will be published on the Company s website at www.pulsion.com and in the Electronic Federal Gazette at www.ebundesanzeiger.de. Additionally, a convenience translation of the document in English will be published at www.pulsion.com. 1.3 Distribution and acceptance of the offer outside the Federal Republic of Germany The Offer is addressed to all Pulsion shareholders in Germany and outside Germany. Pulsion shareholders domiciled, resident or ordinarily resident outside Germany should take into consideration that the Offer Document doe not represent a public purchase offer outside the Federal Republic of Germany in accordance with the requirements of any other legal jurisdiction. Pulsion shareholders who wish to accept the Offer outside the Germany are requested to comply with the following. 2
The publication, delivery, distribution or dissemination of the Offer Document, a summary or any other description of the provisions of the Offer Document or other informational documents relating to the Offer might fall within the scope of laws in jurisdictions other than the Federal Republic of Germany and might be restricted by such laws. Publication pursuant to any other jurisdiction other than the Federal Republic of Germany is not intended. Acceptance of the offer outside the Federal Republic of Germany may be subject to a jurisdiction other than the Federal Republic of Germany. Persons outside the Federal Republic of Germany who come into possession of this Offer Document or who wish to accept the Offer, are requested to obtain appropriate information about the relevant legal requirements and to comply with these. Insofar as any investment services company with a registered office in the Federal Republic of Germany or a German branch of such an investment services company ( Custodian Bank") has information and circulation obligations towards its customers in conjunction with the Offer resulting from legal provisions applicable to its respective relationship with customers, the Custodian Bank is responsible for examining the impact of the laws of foreign jurisdictions on their obligations. The Company makes no guarantee that the publication, delivery, distribution or dissemination of this Offer Document or of the Offer outside the Federal Republic of Germany complies with the legal provisions of jurisdictions other than the Federal Republic of Germany. In addition, the Company makes no guarantee that acceptance of the Offer outside the Federal Republic of Germany complies with legal requirements that apply in the relevant jurisdiction. Any responsibility on the part of the Company for noncompliance with foreign regulations is explicitly precluded. 1.4 Ad-hoc-announcement with respect to the Buy-back Offer The Company published an ad-hoc announcement pursuant to 15 of the German Securities Trading Act (WpHG) on August 27, 2012 with respect to its decision to make a buy-back offer. The ad-hoc announcement is available on the Company s website at (www.pulsion.com) in the section Investor. 1.5 Status of information contained in the Offer Document Unless otherwise explicitly stated, all information, opinions, intentions and forwardlooking statements contained in this Offer Document are based on information and plans currently available to, and on certain assumptions made by, the Company at the date of publication of the Offer Document, and may be subject to change in the future. The Company is not obliged to update this Offer Document unless required to do so in law. 3
2. Offer to acquire own shares 2.1 Subject of the Offer The Company hereby offers to all Pulsion shareholders to purchase and acquire up to a total of 300,000 non-par bearer shares, each representing EUR 1.00 of the Company s share capital (ISIN DE0005487904 // WKN 548790), along with all other rights attached to the shares, including undistributed profits attributable to the shares, against a cash consideration of EUR 8.00 (in words: eight Euro ) per share in accordance with the terms of the Offer Document. The Buy-back Offer is restricted to a total of up to 300,000 Pulsion shares. This corresponds to approximately 3,37 % of the Company share capital of EUR 8,900,000.00 (divided into 8,900,000 non-par bearer shares) at the date of publication of this Offer Document. The Offer constitutes a partial offer. If acceptance declarations are received for more than 300,000 of the Company s shares, the acceptance declarations shall be allotted on a pro-rata basis. The allotment procedure is described in section 3.5. 2.2 Beginning and end of acceptance period The acceptance period begins on August 30, 2012 and ends on September 27, 2012, 24:00 hrs (Central European Time). This period is referred to below as Acceptance Period. The Offer can be amended up to three working days before expiry of the Acceptance Period (i.e. until September 24, 2012 24:00 hrs) in accordance with section 2.3. In this case, the Acceptance Period shall be extended by one week ( Extended Acceptance Period") and ends on October 4, 2012, 24:00 hrs. The provisions of the WpÜG do not apply to this Buy-back Offer including provisions contained therein relating to extensions of acceptance periods. The Company reserves the right to extend the Acceptance Period. An extension of the Acceptance Period will be published without delay in the Electronic Federal Gazette and on the Company s website (www.pulsion.com). 2.3 Amendments to Offer, terms and authorizations If, after publication of a public offer or the public request to offer shares for sale, the stock exchange price of the Company s shares varies significantly from the offer price or range of values incorporated into the offered purchase price uplift, the Offer and the request to offer sales for sale may be amended. In this case, the amended purchase price per share (excluding transaction costs) may not be more than 15% higher or lower 4
than the median value of the closing auction price of the Company s shares in XETRA trading (or comparably functioning successor system) on the four stock exchange trading days prior to the public announcement of the adjustment to the Offer. This Offer as well as the share purchase contracts concluded by the acceptance of this Offer are not subject to any conditions. Regulatory approvals or authorizations are not required. 3. Execution of Offer 3.1 Acceptance declaration and transfer of shares The Company has engaged Baader Bank AG, Weihenstephaner Str. 4, 85716 Unterschleißheim to act as central settlement agent ( Central Settlement Agent") and handle the technical aspects of the share buy-back process. Pulsion shareholders may only accept this Offer during the Acceptance Period stipulated in section 2.2. An acceptance declaration may only be given to a custodian bank or investment services institution with custodian facilities with registered office in the Federal Republic of Germany or to the German branch of a custodian bank or investment services bank with custodian facilities (hereafter referred to as Custodian Credit Institution ). Pulsion shareholders who wish to accept the Offer to sell their shares or some of their shares in the Company must, in order to accept the Offer, a) declare acceptance of the Offer in writing to the Custodian Credit Institution and b) via the relevant Custodian Credit Institution, to which they declared acceptance of the Offer as per a) above, arrange for the book-entry transfer of their Pulsion shares (ISIN DE0005487904 / WKN 548 790), for which the Offer is to be accepted, to security number ISIN DE000A1PG607 / WKN A1P G60 set up exclusively for the purposes of the Offer at Clearstream Banking AG. Acceptance of the Offer does not become valid until the shares tendered in conjunction with the Offer have been book-transferred to the securities number ISIN DE000A1PG607 / WKN A1P G60. The book-entry transfer to ISIN DE000A1PG607 / WKN A1P G60 is deemed to have been executed during the Acceptance Period, if it has been completed at the latest by 18:00 hrs (CET) on the second banking day after the end of the Acceptance Period and the Acceptance was declared to the Custodian Credit Institution during the Acceptance Period (section 2.2). For these purposes, banking day means a day on which (i) credit institutions in Frankfurt am Main are generally open and (ii) the Trans-- European Automated Real-time Gross settlement Express Transfer system (TARGET) or a comparable system is operating. 5
3.2 Other declarations of Pulsion shareholders accepting Offer When declaring of acceptance of the Offer a) the Pulsion Shareholders taking up the Offer declare that they accept the Company's Offer to conclude a purchase contract with respect to the Pulsion shares specified in the Acceptance Declaration in accordance with the terms and conditions of the Offer Document; b) the Pulsion Shareholders taking up the Offer instruct their Custodian Credit Institution, (i) to initially leave the shares specified in the Acceptance Declaration in their securities account, but to effect book-entry transfers for the shares for which they have declared acceptance of this Offer, into the separate ISIN at Clearstream Banking AG (ISIN DE000A1PG607 / WKN A1P G60) ; (ii) to instruct and authorize Clearstream Banking AG -- on the basis of the pro-rata allotment in the case of oversubscription of the Offer (see section 3.5) -- to effect the book-entry transfer of the shares left on the accounts of the Custodian Credit Institution with the designation ISIN DE000A1PG607 / WKN A1P G60 immediately after expiry of the Acceptance Period (i. e. in compliance with section 3.4 this is most likely to be the fifth bank working day after expiry of the Acceptance Period), record them on the relevant account of the Central Settlement Agent at Clearstream Banking AG and make them available to the Company; c) the Pulsion Shareholders taking up the Offer engage and authorize their Custodian Credit Institution and the Central Settlement Agent (each of which released from the prohibition from contracting with oneself pursuant to 181 of the German Civil Code (BGB), to take all necessary or appropriate measures and to make and receive any declarations for the execution of the Offer, in particular with regard to the transfer of title of the Pulsion shares tendered to the Company for buy-back; d) the Pulsion Shareholders taking up the Offer instruct and authorize their Custodian Credit Institution in turn to instruct and authorize Clearstream Banking AG, either directly or via the Custodian Credit Institution, to provide to the Central Settlement Agent on a daily basis (on days on which stock exchange is open) all information necessary for announcements regarding the acquisition of shares, in particular the number of shares held by Clearstream Banking AG and book-transferred to security ISIN DE000A1PG607 / WKN A1P G60; e) the Pulsion Shareholders taking up the Offer transfer and assign the Pulsion shares submitted for sale in return for payment of the offer price to the Company. If the Company has received offers for more than 300,000 shares, the declaration of transfer is subject to condition precedent ( allotment after oversubscription ) in accordance with allotment procedures described in sections 3.3 and 3.5; f) the Pulsion Shareholders taking up the Offer transfer declare that the Pulsion shares submitted for sale are wholly owned by them, are not subject to any transfer restrictions and are unencumbered by third party rights and claims; In order to ensure that the Offer can be processed quickly and efficiently, the instructions, orders, authorizations and declarations set out in paragraphs a) to f) above shall 6
be given and made irrevocably with the acceptance declaration. Pulsion Shareholders who do not give or make these instructions, requests, authorizations and declarations shall be treated as if they had not accepted the Offer. 3.3 Legal consequences of acceptance If this Offer is accepted, a contract comes into being between the relevant Pulsion shareholder and the Company for the sale and transfer of the tendered Pulsion shares in accordance with the terms of this Offer Document. If the Offer is accepted for more than 300,000 shares, the Management Board is authorized to re-allot shares after expiry of the Acceptance Period, as a result of which the share purchase contracts between the Company and its shareholders shall be amended in line with the allotment procedure after oversubscription. The allotment procedure is described in more detail in section 3.5 below and constitutes a part of this Offer. Pulsion shareholders who transfer their Pulsion shares to the Company in conjunction with the Offer shall not receive any dividend on these shares for the financial year 2012. 3.4 Implementation of Offer and payment of purchase price The purchase price shall be paid to the Custodian Credit Institution of the Pulsion shareholder tendering shares for sale concurrent with the transfer of the tendered shares allowing for pro-rata acceptance in the case of oversubscription of the Offer (cf. section 3.5) to the depositary account of the Central Settlement Agent at Clearstream Banking AG for transfer of ownership to the Company. To the extent that shares could not be accepted in the case of oversubscription (cf. section 3.5), the Custodian Credit Institutions will be instructed to make a book-entry transfers, returning the remaining shares tendered for sale back to the original ISIN DE0005487904 / WKN 548 790. With respect to the shares for which the Offer was accepted during the Acceptance Period, the purchase price is expected to be transferred to the relevant Custodian Credit Institution on the fifth banking day after expiry of the Acceptance Period or Extended Acceptance Period, if appropriate (cf. section 2.2). In the event that the Offer is oversubscribed (cf. section 3.5), the payment of the purchase price (which shall also in this case be due for immediate payment) will be delayed by a few days for technical reasons. The Company shall meet the purchase payment obligation by transferring funds to the relevant Custodian Credit Institution. It is the responsibility of each Custodian Credit Institution to credit the payment to the relevant Pulsion Shareholder. 3.5 Allocation in case of oversubscription of Offer The Offer applies to up to 300,000 Pulsion shares, which corresponds to approximately 3.37% of the Company s share capital amounting to EUR 8,900.000,00 on the date of publication of the Offer Document. The following shall apply if acceptance declarations for more than 300,000 Pulsion shares are tendered via Custodian Credit Institutions in conjunction with the Offer: 7
The Company shall apply the option authorized at the Annual General Meeting on May 16, 2012 for the preferred acceptance of low quantities up to 100 shares per shareholder, i.e. Pulsion Shareholders tendering up to (and including) 100 Pulsion shares, shall not have their offer re-allotted in the case of oversubscription of the Offer. Acceptance declarations from shareholders submitting more than 100 Pulsion shares shall have their offers allotted on a pro-rata basis. For these purposes, the total number of shares for which the Offer is made (300,000 shares) less the total number of shares not subjected to re-allotment (i.e. where offers of up to 100 shares have been accepted) (in aggregate the Reduced Total Number of Shares") shall be taken into account in the proportion of the total number of Pulsion shares submitted less the total number of shares not subjected to re-allotment (i.e. where offers of up to 100 shares have been accepted) (in aggregate the Reduced Total Number of Shares Tendered") In this case, the Company shall acquire from each shareholder the proportionate amount of shares tendered for sale. The result of the calculation shall be rounded down to the nearest natural number. Fractional amounts shall not be taken into consideration. Example of pro-rata acceptance: A total of 400.000 Pulsion shares are tendered for sale, including a total of 50,000 shares relating to shareholders who have submitted up to 100 shares. The Reduced Total Number of Shares Tendered therefore corresponds to 350,000 shares. This figure is set in proportion to the Reduced Total Number of Shares, in this case 250,000 shares. The acceptance ratio for shareholders submitting more than 100 Pulsion shares would, in this hypothetical case, be 71.4286 %. A shareholder who would have accepted the Offer for 1,000 Pulsion shares, would be taken into account with 714 shares (1,000 shares multiplied by 250,000 shares divided by 350,000 shares = 714.286 shares, rounded down to 714 shares). A shareholder who would have accepted the Offer for 80 Pulsion shares would be taken into account with 80 shares, since there is no pro-rata allotment for submissions of up to 100 shares. 3.6 No trading with submitted shares Trading on a stock exchange is not envisaged for the ISIN DE000A1PG607 / WKN A1P G60 shares tendered for buy-back. Shareholders who accept the Offer may therefore not sell via the stock exchange any shares which have been book-transferred until such shares have, in the case of an over-subscribed Offer, been book-transferred back to their original designation ISIN DE0005487404 / WKN 548 790. This is the case irrespective of whether the shares have been transferred by way of allotment or have been partially returned after expiry of the Acceptance Period as a result of a possible oversubscription. The trading of Pulsion shares with the designation ISIN DE0005487404 / WKN 548 790 is unaffected. 3.7 Costs of acceptance All costs related to the acceptance of the Buy-back Offer and the transfer of Pulsion shares, in particular costs, expenses and fees charged by Custodian Banks, shall be borne by the Pulsion shareholders themselves. There is no contractual right to rescind the contract that comes into being when the Buyback Offer is accepted. 8
4. Data underlying the Offer to acquire own shares 4.1 Capital structure and Management Board s authorization to acquire own shares The Company s share capital currently stands at EUR 8,900,000.00, divided into 8,900,000 non-par bearer shares, each arithmetically representing EUR 1.00 of the share capital. Pulsion shares (ISIN DE0005487904) are listed in the Regulated Market / Prime Standard of the Frankfurt Stock Exchange. (a) Authorization granted at the Annual General Meeting on May 16, 2012 The Company s shareholders resolved at the Annual General Meeting on May 16, 2012 (Agenda topic 9) to authorize the Company to acquire own (treasury) shares as follows: 9.1 Authorization to acquire treasury shares The Company is authorized pursuant to 71 (1) no. 8 AktG to acquire treasury shares totalling up to 10% of the Company s share capital existing at the date of the resolution taken at the Annual General Meeting. The authorization may be exercised fully or in partial amounts, either in a single step or in a number of steps, for one or more purposes. At no stage shall the acquired shares together with any other treasury shares already held by the Company or attributable to pursuant to 71 a ff. AktG exceed 10% of the Company s share capital. The authorization may not be used by the Company to trade its own (treasury) shares. 9.2 Manner of acquisition 9 The shares may be purchased directly on the stock market or by means of a public offer addressed to all shareholders. a. If the shares are purchased directly on the stock market, the purchase price per share paid by the corporation (not including transaction costs) shall not be more than 10 % higher or lower than the stock market price of the corporation s stock, as determined by the opening auction of the XETRA trading system (or comparably functioning successor system) on the day of trading. b. If the purchase is made as a result of a public offer or a public request to submit purchase offers to all shareholders of the corporation, the offered purchase price per share or the purchase price margin per share (excluding transaction costs) shall not be more than 15% higher or lower than the median value of the closing auction price for the Company s shares in XETRA
trading (or comparably functioning successor system) on the four trading day prior to the public notification of the offer. The Offer or request to submit purchase offers may, amongst other things, contain an acceptance period, conditions and the option to adjust the purchase price margin during the Acceptance and Offer Period if there are substantial market price changes after publication of a formal offer and during the acceptance period. In the event of such an adjustment, the arithmetic average of the closing auction prices in XETRA trading (or comparable successor system) on the Frankfurter Stock Exchange for the Company s shares (same category) on the four trading days before the Management Board resolved to make the adjustment shall be the basis for the new calculation. If the offer is oversubscribed, acceptance shall be pro-rated. The terms of the offer may include preferred acceptance of low quantities up to 100 shares per shareholder. [ ] The unabridged wording of the authorization resolved at the Annual General Meeting on May 16, 2012 can be found on the Company s website at www.pulsion.com. On August 27, 2012 the Company s Administrative Board resolved to exercise this authorization and to acquire a total of up to 300,000 treasury shares via the stock exchange. This corresponds to up to approximately 3.37% of the Company s current share capital. The corresponding ad-hoc announcement dated August 27, 2012 and notification of the share buy-back program on August 29, 2012 can be found on the Company s website at www.pulsion.com. 5. Information relating to Offer price The Offer price for one non-par bearer Pulsion share is EUR 8.00. The Offer price takes account of the rules for determining the price set out in the authorization issued at the Annual General Meeting on May 16, 2012. According to those rules, the offered purchase price or the purchase price margin per share (excluding transaction costs) may not be more than 15% higher or lower than the median value of the closing auction price of the Company s shares in XETRA trading (or comparably functioning successor system) on the four stock exchange trading days prior to the public announcement of the Offer. The period used to determine the purchase price accordingly covers the stock exchange trading days August 21 to 24, 2012. The following closing prices for Pulsion shares were determined on the basis of the XETRA closing auction on the Frankfurt Stock Exchange: 10
Date Closing price Aug. 21, 2012 EUR 7.77 Aug. 22, 2012 EUR 7.90 Aug. 23, 2012 EUR 8.00 Aug. 24, 2012 EUR 8.00 This gives an arithmetic average of EUR 7.9175. The Offer price for Pulsion shares amounting to EUR 8.00 therefore contains an uplift of approximately 1.04% and is thus within the range stipulated in the authorization resolved at the Annual General Meeting on May 16, 2012. The Company reserves the right to amend the Offer price in accordance with section 2.3 of the Offer Document. 6. Situation of shareholders not accepting Offer The current market price of Pulsion shares could be influenced by the Company s announcement on August 27, 2012 of its decision to make the Buy-back Offer at an offer price of EUR 8.00 per share. It is uncertain whether the market price of Pulsion shares will remain at its current level after expiry of the Acceptance Period and how the market price of Pulsion shares will develop. It cannot be ruled out that, after implementation of the Offer and depending on the acceptance quota, the supply and demand of Pulsion shares may be lower than their current levels and hence that the trading volume of Pulsion shares may decrease. A possible restriction in trading volumes could result in greater market price fluctuations than in the past. Pulsion shares acquired in conjunction with the Buy-back Offer will become treasury shares held by the Company. No rights, in particular voting rights or the right to receive dividends, are attached to these treasury shares. The shareholders influence of the Pulsion Shareholders not accepting this Offer will therefore increase correspondingly and the investment of each shareholder will increases in proportion. 7. Changes in holdings of treasury shares The Company does at present hold 408,765 treasury shares. If the Buy-back Offer were completed in full, the Company would hold further 300,000 treasury shares, corresponding in total to approximately 7.96% of the Company s share capital. 8. Tax considerations It is recommended that shareholders obtain appropriate tax advice prior to accepting this Offer, taking into account each shareholder s specific tax situation. 11
9. Other publications The Company will only publish the final result of the Buy-back Offer on its website at www.pulsion.com. This is expected to be one day after payment of the purchase price. In the event of oversubscription to the Offer (cf. section 3.5), the Company will also publish, as soon as possible, either the increase of the volume of the share-buy-back or the allotment ratio which will be applied to acceptance declarations. All publications and other announcements made by the Company in conjunction with the Buy-back Offer will only be made known -- unless a more stringent duty of publication applies on the Company s website at www.pulsion.com. 10. Applicable law and place of jurisdiction This Buy-back Offer and the share purchase and transfer contracts that result from acceptance of the Offer are governed solely to the laws of the Federal Republic of Germany. If a Pulsion shareholder is a business person (Kaufmann), public legal entity (juristische Person des öffentlichen Rechts) or public-sector entity with special assets (öffentlichrechtliches Sondervermögen), it is hereby agreed that the place of jurisdiction for all claims arising from the Offer or from any share purchase and transfer contracts resulting from acceptance of the Offer shall be Munich (where the Company has its registered office). If permitted, the same applies to individuals who have no general place of jurisdiction in the Federal Republic of Germany, or individuals, who after concluding any share purchase and transfer contracts resulting from acceptance of the Offer have changed their domicile or ordinary place of residence to somewhere outside the Federal Republic of Germany or whose domicile or ordinary place of residence is not known when a claim is made. Feldkirchen, August 29, 2012 Pulsion Medical Systems SE Executive Director 12