Getinge intends to acquire hemodynamic monitoring leader Pulsion Medical Systems


Getinge intends to issue a public tender offer to acquire all shares in Pulsion
Medical Systems SE (“Pulsion”), listed on the German Stock Exchange (Deutsche
Börse). Getinge plans to offer the shareholders in Pulsion to tender their
shares for an offer price of 16.90 € per share in cash. The offer will be made
by a fully-owned German Getinge subsidiary in accordance with the German
Securities and Takeover Act. The offer will be subject to the terms and
conditions to be set forth in the offer document.

About Pulsion
Pulsion is a leading provider of specialty monitoring solutions for critically
ill patients. The company is particularly strong in cardiac output measurement
through its renowned PiCCO brand. The cardiac output monitoring solutions
consist of a proprietary monitor and proprietary single use catheters. Pulsion’s
hemodynamic monitoring can be integrated with most major multi-parameter
monitoring solutions. Cardiac output monitoring accounts for 83% of the
company’s sales, of which 77% relates to disposables. Pulsion also provides
contrast agents and devices used to enhance visualization in conjunction with
surgical and diagnostics procedures. Pulsion had revenues of EUR 34.6 million in
2012, with approximately 130 employees globally and sales subsidiaries in the
US, Germany, Austria, Switzerland, UK, Benelux, France, Poland, Spain, Turkey,
Mexico and Australia. In 2012, Europe accounted for 82% of the Pulsion business.

Strategic rationale
Today, Getinge is a major player in the critical care arena through its
ventilation and anesthesia franchise with a strong and proprietary global sales
network. Through the acquisition, Pulsion, which is predominantly strong in
Europe, will gain access to a significantly larger sales footprint. Pulsion’s
existing sales force has vast expertise in commercializing advanced monitoring
solutions and related catheters. It will also be an important reinforcement in
the commercial roll out of Getinge’s recently introduced solution for continuous
glucose and lactate monitoring, Eirus. Getinge believes there are significant
market opportunities in developing a broader portfolio of advanced monitoring
solutions with unique, recurring revenue streams.

Financials
Getinge intends to acquire all shares in Pulsion for €16.90 per share in cash,
representing an aggregated equity value of € 139.3 million. Considering the
Pulsion’s net cash position the total enterprise value is estimated to be
€ 137.5 million, implying an EV/EBITDA multiple of 10.7 based on 2013
projections. The offer price represents a premium of 22.1% to Pulsion’s volume
weighted average price for the three-month period ended December 3, 2013. The
completion of the acquisition will presumably be conditional on a certain
percentage of shareholders tendering their shares in Pulsion to Getinge and that
necessary approvals are obtained from the competition authorities. Getinge
expects the transaction to be completed in the first quarter of 2014. The
acquisition is expected to contribute to Getinge’s profit per share in 2014,
including restructuring costs, goodwill amortization and financing costs. The
transaction will be financed through a new credit facility.

Conference call
This announcement will be followed by a conference call at 11.00 CET, hosted by
Johan Malmquist, CEO, Getinge Group, and Ulf Grunander, CFO, Getinge Group.

To participate in the conference call, please dial:
Sweden: +46 (0)8 5065 3937
UK: +44 (0)20 3364 5381
US: +1 718 354 1158
Participant passcode: 6262279

Agenda:
10.45 Dial-in to the conference
11.00 Presentation
11.15 Q&A
12.00 Closing of conference

To access the presentation during the conference call, please use the below
link:
http://www.livemeeting.com/cc/premconfeurope/join?id=6262279&role=attend&pw=pw88
3 
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Alternatively enter the Live Meeting site and log into your meeting using the
Meeting ID and Password: https://www.livemeeting.com/cc/premconfeurope/

Your Name: (Enter your name)
Meeting ID: 6262279
Meeting Password: pw8838

A recorded version of the conference will be accessible for five working days at
the following number:
Sweden: +46 (0)8 5051 3897
UK: +44 (0)20 3427 0598
US: +1 347 366 9565
Passcode: 6262279

GETINGE GROUP is a leading global provider of products and systems that
contribute to quality enhancement and cost efficiency within healthcare and life
sciences. We operate under the three brands of ArjoHuntleigh, GETINGE and
MAQUET. ArjoHuntleigh focuses on patient mobility and wound management
solutions. GETINGE provides solutions for infection control within healthcare
and contamination prevention within life sciences. MAQUET specializes in
solutions, therapies and products for surgical interventions, interventional
cardiology and intensive care.

The information is such that Getinge AB must disclose in accordance with the
Swedish Securities Market Act and/or the Financial Instruments Trading Act.

For further information, please contact:

Johan Malmquist                                          Ulf Grunander
CEO, Getinge Group                                    CFO, Getinge Group

Telephone: +46 10 335 00 00                      Telephone: +46 10 335 55 80
E-mail: johan.malmquist@getinge.com       E-mail: ulf.grunander@getinge.com

Disclaimer

The offer will be subject to the terms and conditions to be set forth in the
offer document (“Offer Document”). The Offer Document will only be published
once it has been approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). The Offer Document
and all other public information will be published in the internet under
www.maquet.com/pulsion-angebot

This announcement is for information purposes only. It does not constitute an
offer to purchase, or an invitation to make an offer to sell shares in Pulsion.
Any offer to purchase shares in Pulsion will be solely made in terms of the
Offer Document. The terms and conditions contained in the Offer Document may
differ from the general information described in this announcement.

Shareholders of Pulsion are strongly advised to carefully read the Offer
Document once published, as well as any related documents, since all of the a
foregoing will contain important information. They are furthermore advised to
seek independent advice, in order to reach an informed decision in respect of
the content of the Offer Document and with regard to the corresponding public
offer.

The offer will be issued exclusively under the laws of the Federal Republic of
Germany, in particular, in accordance with the German Securities and Takeover
Act (“WpÜG”), and the Regulation on the Content of Offer Documents,
Consideration for Takeover Offers and Mandatory Offers and the Release from the
Obligation to Publish and Issue an Offer (WpÜG Offer Regulation).

The offer will not be implemented and executed in accordance with the laws of
jurisdictions other than the Federal Republic of Germany. No Pulsion
shareholders have recourse to investor protection laws/provisions in any
jurisdiction other than the Federal Republic of Germany.

Getinge has not approved the publication, sending, distribution, or
dissemination by third parties of this announcement or any other document
associated with the offer outside the Federal Republic of Germany, as the
release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany may be restricted by
law. Persons who are not resident in the Federal Republic of Germany or who are
subject to the laws of other jurisdictions should inform themselves of, and
observe, any corresponding applicable requirements.

Neither Getinge nor persons acting in concert with Getinge within the meaning of
section 2 para. 5 of WpÜG are in any way responsible for the compliance with the
laws of any jurisdiction other than those of the Federal Republic of Germany, of
the publication, sending, distribution, or dissemination by a third party of the
offer or any other document associated with the offer.

Attachments

12043873.pdf
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