Asclepion-Meditec AG english

Merger of the Ophthalmic Activities of Carl Zeiss and Asclepion

Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
-----

---Further Hurdle Crossed in the Merging of the Ophthalmic Activities of
Carl
Zeiss and Asclepion-Meditec AG ; Partners Agree on Valuation Ratio of
76%:24%---

Asclepion-Meditec AG (securities ld. no.: 531 370), Jena, and Carl Zeiss,
Oberkochen, have crossed a further hurdle in the merging of their
activities to
create the world leader in the field of ophthalmic systems. After due
diligence,
 the two partners agreed on the valuation ratio between the companies to be
merged. Carl Zeiss is to receive a 76%, and Asclepion-Meditec AG a 24%
share in
the emerging stock corporation.
The next milestone in the merging of the Carl Zeiss Ophthalmology Division,
including the Californian company Carl Zeiss Ophthalmic Systems, Inc., with
Asclepion-Meditec AG will be Asclepion's general meeting to be held in May
of
this year, where the shareholders will be requested to vote on the intended
merger. The Federal Antitrust Commission in Germany has already given its
consent to the merger. In addition, issues concerning company and tax law
still
have to be settled before the merger comes into effect. In accordance with
the
Agreement in Principle, therefore, both partners will still have the
possibility
 of making use of their right to withdraw from the agreement.
Asclepion and Carl Zeiss announced their intended merger in November of
last
year. In view of attractive growth rates in the global ophthalmic market,
the
activities of the two partners will ideally complement each other. In the
growth
 market of laser vision correction Asclepion is Europe's largest system
supplier. Carl Zeiss is the world's leading brand in the field of
ophthalmic
diagnostic systems. This will enable the new corporation to offer a
complete
spectrum of ophthalmic products for diagnosis, therapy and follow-up
treatment.
With an estimated total sales figure of roughly EUR 260 million in the 2001
fiscal year (ended September 30) and approximately 880 employees the new
corporation will become the world leader in the field of ophthalmic
systems. The
 merger will open up broad market synergies for accelerated corporate
growth.
Contact: Jens Brajer, Asclepion-Meditec Investor Relations, Tel.: +49
(3641)
220-105, Fax: +49 (3641) 220-102, E-Mail: jb@asclepion.com

end of ad-hoc-announcement  (c)DGAP 25.03.2002
---------------------------------------------------------------------------
-----
WKN: 531 370; ISIN: DE0005313704; Index:
Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Bremen,
Düsseldorf,
Hamburg, Hannover, München, Stuttgart


 250629 Mär 02