Brainlab targets a market capitalization of c. EUR 1.67 billion to EUR 2.09 billion
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EQS-News: Brainlab AG
/ Key word(s): IPO
PRESS RELEASE
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Price range set: Brainlab targets a market capitalization of c. EUR 1.67 billion to EUR 2.09 billion
Munich, 23 June, 2025 – Brainlab AG, a software-first medtech company, has set the price range for its planned initial public offering at EUR 80.00 to EUR 100.00. The offering is expected to comprise 2.0 million new shares from a capital increase out of authorized capital and up to 3.2 million secondary shares held by entities of EMH, SV2019 GmbH, an investment vehicle of Stefan Vilsmeier and BMB Verwaltungsgesellschaft mbH. The free float after the IPO is expected to be up to c. 26.6%, subject to placement of all offer shares including the secondary upsize shares. Depending on the final offer price, the total placement volume is expected to be between EUR 368 million and EUR 460 million without the secondary upsize shares option and between EUR 416 million and EUR 520 million including the full exercise of the secondary upsize shares option, assuming in both cases the full exercise of the over-allotment option. With all shares placed, this would imply a market capitalization of between c. EUR 1.67 billion and EUR 2.09 billion. The first day of trading of Brainlab shares on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) is expected to begin on July 3, 2025.
Stefan Vilsmeier, Founder, Chairman of the Supervisory Board, stated: “We have spent the past 35 years successfully digitalizing surgery. Our holistic view on treatment processes combined with our software-first approach has opened up new possibilities in complex fields such as neurosurgery. In doing so, we have built a unique end-to-end ecosystem of software, medical devices and data that is deeply integrated into clinical workflows and IT infrastructures, resulting in an exceptionally high level of customer retention. Strong interest in Brainlab from investors underscores that we are ideally positioned to drive and help shape the urgently needed digital transformation of healthcare.”
Gross proceeds to accelerate profitable growth trajectory Depending on the final price determination, the gross proceeds from the capital increase would range from EUR 160 million to EUR 200 million. The proceeds will be used to commercialize the Brainlab integrated product suite, expand into adjacent vertical markets, strengthen the sales and clinical support organization, pilot new go-to-market strategies for ambulatory surgery centers and strengthen the balance sheet.
Rainer Birkenbach, CEO of Brainlab, commented: “With the proceeds from the IPO, we aim to further accelerate our profitable growth. We have clear plans based on a multidimensional growth strategy: investing in technology, expanding our product portfolio, strengthening our salesforce, and entering new areas such as orthopedics, sports medicine ear, nose and throat (ENT) and cardiovascular interventions.”
Placement of secondary shares ensures significant free float and trading liquidity Beyond the capital increase, the selling shareholders are offering up to 2.0 million existing shares. These may be increased to up to 2.6 million shares in connection with a potential upsize option and to up to 3.2 million shares in connection with a potential over-allotment option. The founder and current majority shareholder, Stefan Vilsmeier, plans to place up to 0.55 million shares, which are already included in the numbers above (2.91% of the existing share capital) and will remain a long-term investor in the company.
Final offer price is expected to be set on July 1, 2025 The shares will be offered in a public offering to retail investors and institutional investors in Germany and through private placements in certain other jurisdictions outside Germany.
The offering period begins on June 24, 2025 and is expected to end on July 1, 2025. The final offer price and the final number of shares to be sold are expected to be determined on July 1, 2025, based on the order book created in the bookbuilding process.
The lock-up period is 180 days for the company, 360 days for the selling shareholders’ entities, and 360 days for the management board shareholder (Rainer Birkenbach, CEO).
The offering is subject to the approval of the securities prospectus by the German Federal Financial Supervisory Authority (BaFin). Following its approval, the full securities prospectus is expected to be published on June 23, 2025, on the Brainlab investor relations website: ir.brainlab.com.
Berenberg and Deutsche Bank are acting as Joint Global Coordinators. COMMERZBANK (in cooperation with ODDO BHF), Jefferies and UniCredit are acting as Joint Bookrunners. Evercore is acting as Financial Advisor to Brainlab.
For more information, please visit ir.brainlab.com.
About Brainlab At Brainlab, we digitize medical workflows, from diagnosis to therapy, to offer clinicians and patients better treatment possibilities. Our innovative digital ecosystem forms the basis for modern healthcare technology in around 4000 healthcare institutions in 120 countries. At the forefront of health technology for over 35 years, Munich-based Brainlab employs around 2000 people with expertise across the entire healthcare value chain in 25 locations worldwide. Brainlab AG is currently in the process of converting to a Societas Europaea (SE).
For more information, visit Brainlab.
Press Contact Bernadette Erwig
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This document is not a prospectus for the purposes of Regulation (EU) 2017/1129, the “Prospectus Regulation”) but an advertisement for the purposes of the Prospectus Regulation and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities of Brainlab AG (the “Company”). Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in the prospectus (including any amendments thereto, if any) relating to the securities. In any EEA Member State other than Germany, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of the Prospectus Regulation. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge at www.brainlab.com. This announcement contains “forward-looking statements”. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “will”, “anticipates”, “aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans”, “prepares” or “targets” (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results, performance and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Company or together with its consolidated subsidiaries (the “Group”) or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realized. Any forward-looking statements are made as of the date of this announcement. Prospective investors are advised to consider the industry and market data contained in this announcement with caution. Industry and market data is usually based on certain assumptions and expectations at the time of preparation of the relevant data which may turn out not to be accurate or appropriate, and the underlying methodology is inherently predictive and speculative. 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KG (“Berenberg”), Deutsche Bank Aktiengesellschaft, COMMERZBANK Aktiengesellschaft, Jefferies GmbH, UniCredit Bank GmbH (together, the “Underwriters”) nor their respective affiliates intend to update, review, revise or conform any forward-looking statement contained in this announcement to actual events or developments whether as a result of new information, future developments or otherwise, and do not undertake any obligation to do so. The Underwriters are acting exclusively for the Company and the selling shareholders and no one else in connection with the planned offering of the shares of the Company (the “Offering”). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Offering, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the securities prospectus, once published, to the shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Underwriters and their respective affiliates acting in such capacity. In addition, certain of the Underwriters or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Underwriters nor any of their respective affiliates nor any of the Underwriters' or such affiliates' directors, officers, personally liable partners (persönlich haftende Gesellschafter), employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith. The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. In connection with the offering of the shares in the Company, Joh. Berenberg, Gossler & Co. KG will act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be July 3, 2025, and ending no later than 30 calendar days thereafter (the “Stabilization Period”). Stabilization transactions may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and it may cease at any time. Stabilization measures may be effected on any stock market, over-the-counter market, stock exchange or otherwise. In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the new offer shares and the existing offer shares to be offered in the IPO (the “Over-Allotment Shares”). Two existing shareholders of the Company have granted the Stabilization Manager an option to acquire a number of shares in the Company equal to the number of Overallotment Shares at the offer price, less agreed commissions (so-called Greenshoe option). To the extent Over-Allotment Shares were allocated to investors in the IPO, the Stabilization Manager, acting for the account of the syndicate members, is entitled to exercise this option during the Stabilization Period. The date of the admission to trading of shares of the Company on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (together, the "Admission") may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of the Company in relation to Admission at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
23.06.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. |
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