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Disclaimer – Legal Notices

You have accessed the website which VMS Deutschland Holdings GmbH has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of MeVis Medical Solutions AG.

Shareholders of MeVis Medical Solutions AG are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the takeover offer.

Important Legal Information

On 17 December 2014, VMS Deutschland Holdings GmbH, Darmstadt (the "Bidder"), published its decision to make a voluntary public takeover offer to the shareholders of MeVis Medical Solutions AG (the "MMS Shareholders") to acquire all non-par value registered shares in MeVis Medical Solutions AG (the "MMS Shares") by way of a voluntary public takeover offer (the "Offer" or the "Takeover Offer").

On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the offer document following the approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), additional mandatory publications under the terms of the WpÜG as well as further information pertaining to the Takeover Offer.

The announcements made on this website do not constitute an invitation to make an offer to sell MMS Shares. With the exception of the offer document, announcements made on this website also do not constitute an offer to purchase MMS Shares and are not for the purposes of the Bidder making any representations or entering into any other binding legal commitments. An offer to purchase MMS Shares is solely made by the offer document which is published on this website and is exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described on the following pages. To the extent legally permissible, the Bidder reserves the right to change the terms and conditions of the Takeover Offer. MMS Shareholders are strongly recommended to read the offer document and all documents in connection with the Takeover Offer, since they contain important information, and to seek independent expert advice where appropriate in respect of the content of the offer document and the Takeover Offer itself.

The Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer ("WpÜG Offer Regulation"). The Takeover Offer is not executed according to the provisions of jurisdictions (including the jurisdictions of the United States of America, Canada, Australia, and Japan) other than the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have been filed, arranged for or granted. The MMS Shareholders cannot rely on having recourse to provisions for the protection of investors according to another jurisdiction than that of the Federal Republic of Germany. Any agreement that is concluded on the basis of this Takeover Offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.

The publication, sending, distribution, or dissemination of the offer document, which is available on the following pages, or other documents associated with the Takeover Offer outside of the Federal Republic of Germany may fall under the scope of legal provisions of other jurisdictions than the Federal Republic of Germany in which the publication, sending, distribution, or dissemination of the offer document are subject to legal restrictions. The offer document and other documents associated with the Takeover Offer therefore may not be sent by third parties to other countries or be published, distributed, or disseminated in countries (in particular the United States of America, Canada, Australia, and Japan) if and to the extent that such sending, publication, distribution, or dissemination would violate applicable laws or will depend on observing official procedures or the granting of approval or the satisfaction of additional conditions and these have not been satisfied.

The Bidder has not approved the publication, sending, distribution, or dissemination of the offer document or other documents associated with the Takeover Offer by third parties outside the Federal Republic of Germany. Neither the Bidder nor persons acting in concert with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 of WpÜG are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of the offer document outside the Federal Republic of Germany with the legal provisions of other jurisdictions than those of the Federal Republic of Germany.

The announcements and the information on this website contain specific forward-looking statements. These statements do not represent facts and are characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions, or current expectations of the Bidder and the persons acting in concert with the Bidder pursuant to Section 2 para. 5 sentence 1 and sentence 3 of WpÜG with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for MeVis Medical Solutions AG, for those MMS Shareholders who choose not to accept the Takeover Offer or for future financial results of MeVis Medical Solutions AG. Such forward-looking statements are based on current plans, estimates and fore-casts which the Bidder and the persons acting in concert with the Bidder pursuant to section 2 para. 5 sentence 1 and sentence 3 of WpÜG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by the Bidder and persons acting in concert with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 of WpÜG. The forward-looking statements contained in this website could turn out to be incorrect; future events and developments could considerably deviate from the forward-looking statements contained in this website.


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