Siemens Ltd has informed BSE regarding a Press Release dated November 30, 2009 titled 'Siemens Ltd to merge Siemens Healthcare Diagnostics Ltd with the company' Siemens Ltd has informed BSE that the Board of Directors of the Company at its meeting held on November 30, 2009, inter alia, has considered and approved the Scheme of Amalgamation (Scheme) under Sections 391 to 394 of the Companies Act 1956 of Siemens Healthcare Diagnostics Limited, Baroda (SHDL) with the Company with the 'Appointed Date' being October 01, 2009. The Board of Directors of the Company, after due consideration, approved the share exchange ratio as jointly determined by independent valuers viz. Deloitte Touche Tohmatsu India Private Limited and ICICI Securities Limited. The share swap ratio for the proposed Scheme has been determined as under: 2 (Two) Equity Shares of the Company having Face Value of Rs 2 (Rupees Two) each, fully paid up for every 1 (One) Equity Share of SHDL having Face Value of Rs 10 (Rupees Ten) each, fully paid up. The proposed Scheme is however, subject to the requisite approvals of the respective shareholders / creditors / of the Company and SHDL, other statutory / regulatory authorities and subject to the sanction / confirmation by Hon'ble High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad and / or any other appropriate authority as may be necessary. Siemens Ltd has informed BSE that pursuant by an Order made on the December 18, 2009, in the Company Application, the Hon'ble High Court of Judicature at Bombay has directed that a meeting of the Equity Shareholders of the Company will be held on January 29, 2010, for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Siemens Healthcare Diagnostics Ltd with Siemens Ltd and Their Respective Shareholders. (As Per BSE Announcement Website dated on 07.01.2010) Siemens Ltd has informed BSE that in the Court Convened Meeting of the Equity Shareholders of the Company held on January 29, 2010, 91.80% of the Equity Shareholders present in person/proxies, representing 99.999% of the total value of equity shares held by them, have voted in favour of the Arrangement embodied in the Scheme of Amalgamation of Siemens Healthcare Diagnostics Ltd. (SHDL), with the Company and their respective shareholders. Equity Shareholders representing 0.001% of the total value of shares voted against the said Scheme. The proposed amalgamation of SHDL with the Company is subject to other requisite statutory / regulatory approvals. (As Per BSE Announcement Website dated on 01.02.2010) Siemens Healthcare Diagnostics Ltd has informed BSE that the Shareholders of the Company have approved the Scheme of Amalgamation of the Company with Siemens Ltd., Mumbai. In the Court convened Meeting of Equity Shareholders of the Company held on January 28, 2010, 80% of the shareholders present in person/proxies, representing 99.99% of the total value of equity shares held by the shareholders present in person/proxies for the said meeting, voted in favour of the Scheme of Amalgamation. No shareholder present in person/proxy voted against the Scheme of Amalgamation. The meeting of Unsecured Creditors was not held due to lack of quorum. Company would accordingly now apply for necessary directions from the Hon'ble High Court of Gujarat at Ahmedabad as regards the meeting of unsecured creditors. (As Per BSE Announcement Website dated on 02.02.2010) With reference to the earlier announcement dated February 01, 2010, regarding Updates on Scheme of Amalgamation, Siemens Ltd has now informed BSE that in the said announcement the % of the Equity Shareholders present in person / proxies who have voted in favour of the said amalgamation is inadvertently mentioned as '91.80%' instead of '91.85%'. Apart from this, there is no change in the information reported by the Company on February 01, 2010. Therefore the said announcement should be read as follows: 'In the Court Convened Meeting of the Equity Shareholders of the Company held on January 29, 2010, 91.85% of the Equity Shareholders present in person/proxies, representing 99.999% of the total value of equity shares held by them, have voted in favour of the Arrangement embodied in the Scheme of Amalgamation of Siemens Healthcare Diagnostics Ltd. (SHDL), with the Company and their respective shareholders. Equity Shareholders representing 0.001% of the total value of shares voted against the said Scheme. The proposed amalgamation of SHDL with the Company is subject to other requisite statutory / regulatory approvals.' (As Per BSE Announcement Website dated on 04.02.2010) With reference to the earlier announcement dated February 01 & 04, 2010, regarding proposed Amalgamation of Siemens Healthcare Diagnostics Ltd., (SHDL) with Siemens Ltd (the Company), Siemens Ltd has now informed BSE that as directed by the Hon'ble High Court of Judicature at Bombay vide its Order dated February 26, 2010, the Company, on March 09, 2010, has published the notice in newspaper about the date of hearing of petition (April 09, 2010) for the sanction of the Scheme of Amalgamation of SHDL with the Company. (As Per BSE Announcement Website dated on 17.03.2010) Siemens Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has on January 28, 2011 approved the 'Scheme of Amalgamation' (SOA) of Siemens Healthcare Diagnostics Ltd. (SHDL), with the Company. SHDL is yet to receive the sanction of the Hon'ble High Court of Gujarat on the said SOA. The said proposed amalgamation will be effective only after the certified copies of both the High Courts are filed with the respective Registrar of Companies. (As Per BSE Announcement Website dated on 28.01.2011) Siemens Ltd has informed BSE that the Hon'ble High Court of Gujarat has sanctioned the 'Scheme of Amalgamation' (SOA) of Siemens Healthcare Diagnostics Ltd., Baroda (SHDL), with the Company on March 01, 2011. The Hon'ble High Court of Judicature at Bombay has already sanctioned the said SOA on January 28, 2011. The said amalgamation will be effective only after the certified copies of the orders of both the High Courts are filed with the respective Registrar of Companies. (As Per BSE Announcement Website dated on 02.03.2011) HSBC Securities and Capital Markets (India) Pvt. Ltd ('Manager to the Offer') for and on behalf of Siemens Aktiengesellschaft ('Acquirer' or 'Siemens AG') has issued this Corrigendum to the Public Announcement ('Corrigendum') to the Equity shareholders of Siemens Ltd ('Target Company'), which is in continuation of & should be read in conjunction with the Public Announcement ('PA') dated January 31, 2011, pursuant to Regulation 11(2A) of, and in compliance with, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto. Capitalized terms used in this Corrigendum, unless otherwise defined, shall have the same meaning as assigned to them in the PA. The shareholders of the Target Company may note the following: 1. On November 30, 2009, the Board of Directors of the Target Company has approved a scheme of amalgamation under Sections 391-394 of the Companies Act whereby Siemens Healthcare Diagnostics Ltd ('SHDL') will be amalgamated into the Target Company with effect from October 01, 2009 subject to approval of the relevant High Courts. In consideration of the amalgamation, shareholders of SHDL will be issued equity shares of the Target Company whereby two equity shares of the Target Company will be issued for every one equity share of SHDL. The Bombay High Court and the Gujarat High Court have, vide their orders dated January 28, 2011 and March 01, 2011 respectively, approved the scheme of amalgamation. The said amalgamation will be effective only after the certified copies of the orders of both the High Courts are filed with the respective Registrar of Companies. Consequently, the Voting Share Capital of the Target Company shall stand increased to Rs. 680,589,800 divided into 340,294,900 outstanding equity shares of face value of Rs. 2 each. The Acquirer has increased the Offer Size to 67,025,669 equity shares being 19.70% of the enhanced Voting Share Capital of the Target Company in accordance with the SEBI (SAST) Regulations. The post Offer shareholding of the Acquirer shall not go beyond the maximum permissible non-public shareholding limit of 75% prescribed under the listing agreements (as amended) even assuming full acceptances. (As Per BSE Announcement Dated on 07.03.2011) With reference to earlier announcement dated January 28, 2011 & March 02, 2011 informing that the 'Scheme of Amalgamation' of Siemens Healthcare Diagnostics Ltd., Baroda (SHDL), with the Company has been sanctioned by the Hon'ble High Court of Judicature at Bombay (BHC) and the Hon'ble High Court of Gujarat (GHC) on January 28, 2011 and March 01, 2011 respectively, Siemens Ltd has now informed BSE that the Company and SHDL, on March 14, 2011, filed a certified copy of Orders of BHC and GHC respectively, with the concerned Registrar of Companies. Accordingly, March 14, 2011 is the 'Effective Date' of the said amalgamation. The 'Appointed Date' for this amalgamation is October 01, 2009. Thus with effect from March 14, 2011, SHDL stands amalgamated with the Company and the legal entity of SHDL stands dissolved without winding up. Further, the entire business and undertaking of SHDL gets transferred to and in the name of the Company. Siemens Ltd has informed BSE that consequent upon the amalgamation of Siemens Healthcare Diagnostics Ltd., Baroda (SHDL) with Siemens Ltd, the empowered Committee of Directors (constituted by the Board of Directors of Siemens Ltd for the purpose of issue and allotment of the shares consequent upon the said amalgamation) at its Meeting held on March 14, 2011 has fixed March 23, 2011 as the 'Record Date' for the purpose of determining the members of SHDL to whom the equity shares will be issued and allotted by Siemens Ltd. (As Per BSE Announcement Website dated on 15.03.2011) SUB. : - Scheme of Amalgamation of Siemens Healthcare Diagnostics Ltd. (Scrip Code 506559) Trading members of the Exchange are hereby informed that, Siemens Ltd. has fixed the Record Date for the purpose to determine entitlement of shareholders of Siemens Healthcare Diagnostics Ltd. (SHDL) pursuant to the Scheme of Amalgamation of SHDL with Siemens Ltd. (SL). Trading Members are advised not to deal in the equity shares of Siemens Healthcare Diagnostics Ltd. with effect from the under mentioned date. COMPANY NAME CODE Siemens Healthcare Diagnostics Ltd. (506559) RECORD DATE 23.03.2011 PURPOSE The Scheme of Amalgamation: - Amalgamation of Siemens Healthcare Diagnostics Ltd. with Siemens Ltd. Upon the coming into effect of the Scheme, Siemens Ltd shall allot and issue 2 (TWO) equity shares of Rs. 2/- (RUPEES TWO) each of Siemens Ltd, credited as fully paid up to shareholders of Siemens Healthcare Diagnostics Ltd for every 1 (ONE) equity share of Rs. 10/- (RUPEES TEN) each held by them in SHDL. NO DEALINGS FROM 22/03/2011 DR-249/2010-2011 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 17.03.2011) Siemens Ltd has informed BSE that pursuant to the applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Members of the Company at their Extra-ordinary General Meeting (EGM) held on March 24, 2011 have approved issue and allotment of shares arising out of the amalgamation of SHDL with SL, during the Offer Period of Siemens AG, Germany. Further, the Committee of Directors (constituted for the purpose of issue and allotment of shares of the Company to the members of Siemens Healthcare Diagnostics Ltd., (SHDL) upon amalgamation of SHDL with the Company) at its meeting held immediately after the conclusion of the said EGM has issued and allotted 3,134,700 Equity Shares of Rs. 2 each fully paid-up to the shareholders of erstwhile SHDL. (As Per BSE Announcement Dated on 24.03.2011) Siemens Ltd has submitted to BSE a copy of the proceedings of the Extra-Ordinary General Meeting (EOM) of the Company held on March 24, 2011.Outcome of EGM: The Company reproduce below the proceedings of the Extra-Ordinary General Meeting (EGM) of the Company held on March 24, 2011. The amendment to the Special Resolution with a view to record the factual position as on date i.e. receipt of sanction (after the dispatch of EGM Notice) of the Hon'ble High Court of Gujarat on the Scheme of Amalgamation of Siemens Healthcare Diagnostics Limited (SHDL) with the Company, was approved unanimously. Thereafter the duly approved amended Special Resolution for the Issue and allotment of Equity Shares of Rs. 2 each arising out of the amalgamation of SHDL with the Company during the offer period of Siemens AG, pursuant to the applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, was also approved Unanimously.' (As Per BSE Announcement Dated on 25.03.2011) Siemens Ltd has informed BSE that the Scheme of Amalgamation (SOA) of Siemens Healthcare Diagnostics Ltd., Baroda (SHDL) with the Company as sanctioned by Hon'ble High Court of Judicature at Bombay and the Hon'ble High Court of Gujarat, inter alia, provides for the amendments to the Memorandum of Association of the Company. Accordingly, Clause 6A, 6B and 6C has been included after the existing clause III 6 of the Memorandum of Association of the Company. (As Per BSE Announcement Dated on 04.04.2011)