Fresenius SE & Co. KGaA („Fresenius") has successfully completed the purchase of Fresenius Medical Care AG & Co. KGaA („FME") ordinary shares, as announced on November 16, 2011.
Fresenius purchased 3,500,000 FME ordinary shares. The total transaction volume was approximately €184 million.
As of February 29, 2012, Fresenius owns 94,380,382 FME ordinary shares, representing a voting interest of 31.4%. The intention of the share purchase is to preserve a voting interest in FME above 30% in anticipation of stock option exercises over the coming years.
Fresenius' position as general partner of FME requires ownership of at least 25% of FME's share capital.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. On December 31, 2011 the Fresenius Group had 149,351 employees worldwide.
For more information visit the Company's website at www.fresenius.com.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2 million individuals worldwide. Through its network of 2,898 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 233,156 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information visit the Company's website at www.fmc-ag.com.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g., changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Medical Care AG & Co. KGaA ("the company" or "Fresenius Medical Care"), the world's largest provider of dialysis products and services, today announced a change in the Management Board. Rice Powell will succeed Dr. Ben J. Lipps as CEO of Fresenius Medical Care AG & Co. KGaA and Chairman of the Management Board, effective January 1, 2013. The appointment of Rice Powell is part of the company's succession plan to ensure a smooth transition of leadership.
Rice Powell, who currently serves as CEO of Fresenius Medical Care North America, was appointed Deputy Chairman of the Fresenius Medical Care Management Board in December 2009. Rice Powell has been a member of the Fresenius Medical Care Management Board since 2004, and has more than 30 years of experience in the health care industry. From 1978 to 1996, he held various management positions, among others, at Baxter International Inc., and Biogen Inc. in the U.S. Under his leadership, Fresenius Medical Care has significantly expanded its market-leading position in North America and successfully managed the implementation of the new bundled reimbursement system in the U.S.
The contract of the Chairman of the Management Board and Chief Executive Officer Ben Lipps expires on December 31, 2012, at which time he will retire from the Management Board. Ben Lipps has served in the Fresenius dialysis division since 1985, when revenue was approximately € 104 million.
Ben Lipps was appointed Chief Executive Officer and Chairman of the Management Board in 1999. Under his leadership, Fresenius Medical Care increased its annual revenue from $3.8 billion in 1999, to $12.8 billion in 2011. Today, Fresenius Medical Care is the world's largest provider of dialysis products and services.
In recognition of his extraordinary achievements and unique expertise Dr. Ben Lipps has been appointed Honorary Chairman of the Supervisory Boards of Fresenius Medical Care AG & CO KGaA and Fresenius Medical Care Management AG, effective January 1, 2013.
Ben Lipps, Chief Executive Officer of Fresenius Medical Care and Chairman of the Management Board, said: "We are pleased to facilitate an orderly transition process with the decision to appoint Rice Powell as CEO and Chairman of the Fresenius Medical Care Management Board, effective January 1, 2013. Rice Powell's successful record and his extensive management experience within Fresenius Medical Care and the health care field qualify him superbly for the Chairman and CEO position. I look forward to continuing our close working relationship during this transition period and will stay closely involved with the company."
Ulf Mark Schneider, Chairman of the Supervisory Board of Fresenius Medical Care Management AG, said: "Rice has made outstanding contributions to the success of Fresenius Medical Care. With his experience and excellent track record in the health care field, Rice's leadership will ensure the continued success of the company. We are looking forward to working with him in his new role. On behalf of the Supervisory Board, I would like to express our deep gratitude and admiration for Ben's outstanding contributions in making Fresenius Medical Care the leading global dialysis company."
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 2,898 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 233,156 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
Legal Disclaimer:
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius today announced changes to the company's Management Board. The Supervisory Board of Fresenius Management SE has appointed Rice Powell and Mats Henriksson as new Management Board members, effective January 1, 2013. On the same date, Rice Powell, 56, will succeed Dr. Ben Lipps, 71, as CEO of Fresenius Medical Care, and Mats Henriksson, 44, will succeed Rainer Baule, 63, as CEO of Fresenius Kabi.
Dr. Ben Lipps and Rainer Baule, who will both retire from the Management Board at the end of 2012, have been instrumental to the dynamic growth of the Group.
Dr. Ben Lipps played key roles in the acquisition of the dialysis services provider National Medical Care and the formation of Fresenius Medical Care in 1996 and was appointed CEO in 1999. Under his leadership, Fresenius Medical Care has more than tripled sales while significantly expanding its position as the world's largest provider of dialysis services and products. In recognition of his extraordinary achievements and unique expertise, Dr. Ben Lipps has been appointed Honorary Chairman of the Supervisory Boards of Fresenius Medical Care AG & Co. KGaA and Fresenius Medical Care Management AG, effective January 1, 2013.
Rainer Baule took over as CEO of Fresenius Kabi in 2001, when the company faced major challenges. During his tenure, Fresenius Kabi has more than tripled sales and significantly increased profitability. He has played a key role in the highly successful expansion of the company's international operations. Today, Fresenius Kabi ranks among the global leaders in the fields of generic I.V. drugs, infusion therapies and clinical nutrition.
Rice Powell, who currently serves as CEO of Fresenius Medical Care North America, joined Fresenius Medical Care in 1997 and has been a member of the Fresenius Medical Care Management Board since 2004, from January 1, 2010 as Deputy Chairman. He has more than 30 years of experience in the health care industry. From 1978 to 1996 he held various management positions, among others at Baxter International Inc. and Biogen Inc. Under his leadership, Fresenius Medical Care has significantly expanded its market-leading position in North America and successfully managed the implementation of the new bundled reimbursement system in the U.S.
Mats Henriksson joined Fresenius Kabi in 1999 as a member of the company's Management Board, and has served as President of the Asia Pacific region since 2001. Under his leadership, Fresenius Kabi has seen exceptional growth in this region and now enjoys leading market positions in most Asian countries. Before joining the company, Mats Henriksson held several positions in controlling and finance at Pharmacia & Upjohn.
Ulf Mark Schneider, CEO of Fresenius, said: "Rice Powell and Mats Henriksson have outstanding track records in delivering excellent results for Fresenius Medical Care and Fresenius Kabi over many years. Both bring extensive leadership and industry experience to their new positions. I have worked closely with them for a long time and am very confident they will help us to seize the exciting growth opportunities ahead of us. At the same time, I would like to express my deep gratitude for Dr. Ben Lipps' and Rainer Baule's enormous contributions to our company's success over the last decades."
Dr. Gerd Krick, Chairman of the Fresenius Supervisory Board, stated: "We are pleased to appoint Rice Powell and Mats Henriksson to the Fresenius Management Board. Building on their expertise and leadership abilities, both will continue the extremely successful work of Dr. Ben Lipps and Rainer Baule as CEOs of Fresenius Medical Care and Fresenius Kabi. We were able to fill both Management Board positions from within our own ranks, which demonstrates the stability and strength of our management team and will ensure a smooth transition of leadership.''
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. On December 31, 2011 the Fresenius Group had 149,351 employees worldwide.
For more information visit the Company's website at www.fresenius.com.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g., changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius today announced its intention to sell €500 million of senior unsecured notes. The senior notes will have a maturity of 7 years. Proceeds are intended to be used for acquisitions, including the acquisition of the Damp Group, refinancing of short-term debt, and general corporate purposes.
Fresenius Finance B.V, a wholly owned subsidiary of Fresenius SE & Co. KGaA, will issue and offer the senior notes through a private placement to institutional investors.
Fresenius has applied to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. On December 31, 2011, the Fresenius Group had 149,351 employees worldwide.
For more information visit the company's website at www.fresenius.com.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
HELIOS Kliniken GmbH, a subsidiary of Fresenius, has completed the acquisition of 94.7% of the share capital in Damp Group, following approval by local and antitrust authorities. Damp will be consolidated as of March 31, 2012. The acquisition was announced in October 2011.
Damp is among the ten largest private hospital operators in Germany. The acquisition of Damp is an excellent geographic fit with the HELIOS hospital network in the north and northeast of Germany.
Due to the geographic proximity of the HELIOS hospital Schwerin, HELIOS has divested the Damp hospital Wismar (505 beds, sales of approximately €60 million) to secure regulatory clearance of the transaction. Adjusted for this divestiture, Damp achieved 2010 sales of €427 million.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. As of December 31, 2011, the Fresenius Group had 149,351 employees worldwide.
For more information visit the company's website at www.fresenius.com.
HELIOS Kliniken Group owns 75 clinics, of which 51 are acute hospitals including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal, as well as 24 post acute care clinics. In addition, HELIOS has 38 medical care centers. HELIOS is one of the largest providers of inpatient and outpatient care in Germany and treats more than 2.7 million patients per year, more than 750,000 of them as inpatients. HELIOS has over 23,000 beds and more than 43,000 employees. Sales in 2011 were €2.7 billion. HELIOS has its headquarters in Berlin.
For more information visit the company's website at www.helios-kliniken.de.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius successfully placed €500 million of senior unsecured notes. Proceeds are intended to be used for acquisitions, including the acquisition of the Damp Group, refinancing of short-term debt, and general corporate purposes.
The senior notes have a coupon of 4.250%, a maturity of seven years and were issued at par.
The transaction was well received by investors and substantially oversubscribed.
The senior notes were issued by Fresenius Finance B.V., a wholly owned subsidiary of Fresenius SE & Co. KGaA, and offered through a private placement to institutional investors.
Fresenius has applied to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. On December 31, 2011, the Fresenius Group had 149,351 employees worldwide.
For more information visit the company's website at www.fresenius.com.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Medical Care AG & Co. KGaA ("the company" or "Fresenius Medical Care"), the world's largest provider of dialysis products and services, announced today that Fresenius Medical Care North America (FMCNA) completed the sale of 45 dialysis clinics to Dialysis Newco, Inc. ("DSI Renal"). An additional ten clinics are expected to be sold to DSI Renal following receipt of state regulatory approvals.
The divestiture was required in connection with the Federal Trade Commission's clearance of FMCNA's acquisition of Liberty Dialysis Holdings Inc., the holding company of Liberty Dialysis and Renal Advantage, which closed on February 28, 2012.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 2,898 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 233,156 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care, visit the Company's website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
1st Quarter 2012 Summary:
Reported Figures:
|
Net revenue |
$3,249 million |
+9% |
|
Operating income (EBIT) |
$503 million |
+ 13% |
|
Net income * |
$370 million |
+ 68% |
|
Earnings per share |
$1.22 |
+ 67% |
|
Earnings excluding investment gain: Net income * |
$244 million |
+10% |
|
Earnings per share |
$0.80 |
+10% |
*) Attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
Based on preliminary data, the total revenue for the first quarter 2012 increased by 9% (10% at constant currency) to $3,249 million. Operating income rose by 13% to $503 million. This resulted in an operating margin of 15.5% for the first quarter of 2012 compared to 14.9% for the corresponding quarter in 2011.
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was $370 million, an increase of 68%, compared to the corresponding quarter of 2011. This includes a non-taxable investment gain of $127 million related to the acquisition of Liberty Dialysis Holdings, Inc., including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting.
Excluding this investment gain, net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to $244 million.
For the full year 2012, the company confirms its sales and earnings outlook. The company expects revenue to grow to around $14 billion in 2012. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around $1.14 billion. This does not include the investment gain in the amount of approximately $127 million in the first quarter of 2012.
The final figures for the first quarter of 2012 will be provided on May 3, 2012, as originally scheduled.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 3,119 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 253,041 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care, visit the website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
- Fresenius intends to combine Rhön-Klinikum AG with HELIOS
- Creating Germany's largest private hospital operator, with approximately €6 billion in sales and substantial cost and growth synergies
- Fresenius' proposal of €22.50 per share in cash is contingent upon a minimum acceptance threshold of 90%
- Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction
Fresenius announced today its intention to make a voluntary public takeover offer to Rhön-Klinikum AG shareholders of €22.50 per share in cash. The total purchase price for all outstanding shares in the company is approximately €3.1 billion. The offer, representing a premium of 52% on Rhön-Klinikum AG's closing share price on April 25, 2012 and of 53% on the share's volume weighted average trading price over the last three months (XETRA), is contingent upon a minimum acceptance threshold of 90% of Rhön-Klinikum AG's share capital at the end of the offer period and on antitrust approval.
Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction. He declared that he and his wife will accept the offer and tender all their shares, representing 12.45% of Rhön-Klinikum AG's share capital. Eugen Münch will also recommend acceptance of the offer to other Rhön-Klinikum AG shareholders.
Rhön-Klinikum AG is one of Germany's largest private hospital operators, with reported sales of €2.6 billion and net income of €161 million in 2011. Rhön-Klinikum AG has 53 hospitals with a total of approximately 16,000 beds, as well as 39 health care centers, and treated nearly 2.3 million patients last year.
Ulf Mark Schneider, CEO of Fresenius, said: "The planned acquisition of Rhön-Klinikum AG is a milestone in the further expansion of our hospital business. Patients will benefit as we combine the strengths of Rhön-Klinikum AG and HELIOS to develop new, forward-looking approaches to health care. By extending our health care network across the entire country, we will bring some 75 percent of Germany's people within an hour's drive of one of our hospitals. Combining these two companies will take our proven and attractive hospital business model to the next level.''
Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) stated: "The proposed acquisition opens up new opportunities for Rhön-Klinikum AG. Together, Rhön-Klinikum AG and HELIOS will be in a position to establish broad-based integrated care structures in Germany. This combination will be beneficial for patients, employees and shareholders of Rhön-Klinikum AG. HELIOS will contribute 75 hospitals and a proven management team to this partnership - due to these very special circumstances my wife and I plan to accept the Fresenius offer for the shares we hold. I believe in the growth prospects of the combined company HELIOS-Rhön and do not plan to sell my shares to potential third parties."
Fresenius plans to combine HELIOS with Rhön-Klinikum AG into the new entity HELIOS-Rhön. This entity will have sales of approximately €6 billion* and be the largest private hospital operator in Germany. Merging HELIOS and Rhön-Klinikum will generate significant cost synergies by bundling procurement and service volumes and combining administration, as well as by ongoing efficiency gains across the hospital network. This will result in a potential 1 to 2% increase in the new hospital group's EBITDA margin. Patients will benefit from further quality improvements as integrated care, brought closer to them through a more geographically extensive hospital network, eliminates the loss of time and resources caused by transfers between acute care and post-acute care, or from outpatient to inpatient treatment.
The transaction is expected to be accretive to Group net income and slightly dilutive to EPS in the first year after closing, and to be slightly accretive to EPS in the second year.
It is planned to make the detailed offer documents public in the second half of May 2012. The aim is to close the transaction in the third quarter of this year. A stock-exchange listing is not planned for the new company. Fresenius anticipates that a few hospital locations may need to be divested to secure antitrust clearance of the transaction.
The company intends to finance the acquisition through a syndicated loan, a bond issue, and through equity instruments in an amount of up to €1 billion. The Else Kröner-Fresenius-Foundation has notified us of its intention to participate in the contemplated equity financing with a high double-digit EURO million amount. Financing through shares in Fresenius Medical Care is ruled out. Financing commitments for the total amount have been received from Deutsche Bank, J.P. Morgan, Société Générale, Credit Suisse and UniCredit.
Group net debt/EBITDA is expected to temporarily exceed 3.0 in 2012*, while remaining under 3.5, before returning to the upper end of the target range of 2.5 to 3.0 in 2013.
*Pro Forma
Excellent start into the year - Fresenius raises 2012 outlook
In context with the offer announced today, Fresenius provides an overview on the first quarter 2012 financial results.
Based on preliminary figures, Fresenius achieved excellent financial results in the first quarter of 2012:
Group sales* increased by 13% (10% in constant currency) to €4,419 million (Q1 2011: €3,923 million). Group EBIT rose by 15% (12% in constant currency) to €661 million (Q1 2011: €575 million). Group net income** grew by 18% (15% in constant currency) to €200 million (Q1 2011: €170 million). Including an investment gain at Fresenius Medical Care, net income increased to €230 million.
The business segments contributed as follows:
Fresenius Medical Care achieved sales growth of 9% (10% in constant currency) to US$3,249 million. EBIT rose by 13% to US$503 million. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was US$370 million, an increase of 68% compared to the first quarter of 2011. This includes a non-taxable investment gain of US$127 million related to the acquisition of Liberty Dialysis Holdings, Inc., including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting. Excluding this investment gain, net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to US$244 million.
Fresenius Medical Care fully confirms its outlook for 2012. The company expects sales to grow to around US$14 billion. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around US$1.14 billion. This does not include the investment gain of approximately US$127 million in the first quarter of 2012.
Fresenius Kabi had an excellent start into the year. Sales increased by 14% to €1,092 million. Organic growth was 11%. EBIT increased by 9% to €215 million.
Based on the excellent financial results in the first quarter of 2012, Fresenius Kabi raises its outlook for 2012 and now forecasts organic sales growth of 6% to 8%. Previously, organic sales growth of 4% to 6% was expected. EBIT margin of 19.5% to 20% is now projected at the upper end of the targeted range.
Fresenius Helios achieved strong sales and EBIT growth. Sales increased by 11% to €717 million. Organic growth was 5% and acquisitions contributed 6%. EBIT grew by 17% to €68 million.
Fresenius Helios improves its EBIT outlook for 2012. EBIT is projected to increase to €310 million to €320 million; the company now expects to achieve the upper end of this range. Fresenius Helios continues to expect organic sales growth of 3% to 5%.
Fresenius Vamed achieved sales growth of 1% to €142 million. EBIT of €5 million was at previous year's level. These results are in line with our expectations.
Fresenius Vamed fully confirms its 2012 outlook and expects to achieve sales and EBIT growth of 5% to 10%.
Based on the Group's excellent financial results in the first quarter of 2012, Fresenius raises its guidance. For 2012, Fresenius now expects net income** growth of 12% to 15% in constant currency. Previously, the company expected net income growth of 8% to 11%. Sales* growth of 10% to 13% in constant currency is now projected at the upper end of the targeted range.
The final figures for the first quarter of 2012 will be provided on May 3, 2012, as originally scheduled.
*Previous year's sales were adjusted according to a U.S. GAAP accounting change applicable as of 2012. The sales adjustment of -€39 million in Q1 2011 and of -€161 million for the full year 2011 relate to Fresenius Medical Care.
**Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for an investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR).
Key figures of the business segments (U.S. GAAP, preliminary)
Telephone Conference
A telephone conference will be held at 5 p.m. CEDT on April 26, 2012. All investors are cordially invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com, Investor Relations, Presentations. Following the call, a replay will be available on our website.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. As of December 31, 2011, the Fresenius Group had 149,351 employees worldwide.
For more information visit the company's website at www.fresenius.com.
HELIOS Kliniken Group owns 75 clinics, of which 51 are acute hospitals including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal, as well as 24 post-acute care clinics. In addition, HELIOS has 31 medical care centers. HELIOS is the largest providers of inpatient and outpatient care in Germany and treats more than 2.7 million patients per year, more than 750,000 of them as inpatients. HELIOS has over 23,000 beds and more than 43,000 employees. Sales in 2011 were €2.7 billion. HELIOS has its headquarters in Berlin.
For more information visit the company's website at www.helios-kliniken.de.
Safe Harbour Statement
This announcement is neither an offer to purchase nor a solicitation of an offer to sell RK AG shares. The final terms and further provisions regarding the public offer will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The final terms of the public offer may differ from the basic information described herein. Investors and holders of RK AG shares are strongly recommended to read any such offer document and all documents in connection with the public offer as they are published, since they will contain important information.
If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for Rhön-Klinikum, for those Rhön-Klinikum shareholders who choose not to accept the takeover offer or for future financial results of Rhön-Klinikum. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.
The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").
The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the Rhön-Klinikum and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.
The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.
The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.
Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
1st Quarter 2012 Summary:
| Net revenue | $3,249 million | +9% |
| Operating income (EBIT) |
$503 million |
+13% |
|
Net income* |
$370 million |
+68% |
|
Earnings per share |
$1.22 |
+67% |
|
Earnings excluding investment gain: |
||
| Net income* |
$244 million |
+10% |
|
Earnings per share |
$0.80 |
+10% |
Bad Homburg, Germany – Fresenius Medical Care AG & Co. KGaA (the "company" or "Fresenius Medical Care"; Frankfurt Stock Exchange: FME / New York Stock Exchange: FMS), the world's largest provider of dialysis products and services, today announced its results for the first quarter of 2012.
* Attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
Revenue
Net revenue for the first quarter of 2012 increased by 9% to $3,249 million (+10% at constant currency) compared to the first quarter of 2011. Organic revenue growth worldwide was 3%. Dialysis services revenue grew by 11% to $2,478 million (+12% at constant currency) and dialysis product revenue increased by 3% to $771 million (+5% at constant currency).
North America revenue for the first quarter of 2012 increased by 9% to $2,105 million. Dialysis services revenue grew by 11% to $1,918 million with a same market growth of 3%. Average revenue per treatment for U.S. clinics increased to $353 in the first quarter of 2012 compared to $348 for the corresponding quarter in 2011. Dialysis product revenue decreased by 4% to $187 million mainly as a result of lower pricing of renal pharmaceuticals.
International revenue increased by 8% to $1,136 million (+ 12% at constant currency). Organic revenue growth was 6%. Dialysis services revenue increased by 11% to $560 million (+16% at constant currency). Dialysis product revenue increased by 4% to $576 million and increased by 8% at constant currency, mainly driven by higher sales of dialysis machines.
Earnings
Operating income (EBIT) for the first quarter of 2012 increased by 13% to $503 million compared to $445 million in the first quarter of 2011. This resulted in an operating margin of 15.5% for the first quarter of 2012 compared to 14.9% for the corresponding quarter in 2011.
In North America, the operating margin increased from 16.2% to 16.5%. The increase in Medicare rates and the growth of our expanded services contributed favorably to this development. Average costs per treatment for U.S. clinics decreased to $286 in the first quarter of 2012 compared to $288 for the corresponding quarter in 2011.
In the International segment, the operating margin increased from 16.2% to 17.2%, mainly due to favorable exchange rate effects.
Net interest expense for the first quarter of 2012 was $99 million, compared to $72 million in the first quarter of 2011. This development was mainly attributable to the higher level of financial debt as a result of the issuance of various tranches of senior notes over the course of 2011 and 2012.
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was $370 million, an increase of 68% compared to the corresponding quarter of 2011. This includes a non-taxable investment gain of $127 million related to the acquisition of Liberty Dialysis Holdings, Inc., including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting. Excluding this investment gain net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to $244 million.
Income tax expense was $137 million for the first quarter of 2012 compared to $124 million in the first quarter of 2011. The effective tax rate decreased to 25.8% from 33.3% driven by the non-taxable investment gain. Excluding the investment gain the effective tax rate was 33.9%.
Earnings per ordinary share (EPS) for the first quarter 2012 was $1.22 and $0.80 if excluding the investment gain. This represents an increase compared to the first quarter of 2011 of 67% and 10%, respectively. The weighted average number of shares outstanding for the first quarter of 2012 was approximately 304.2 million shares, compared to 302.3 million shares for the first quarter of 2011. The increase in shares outstanding resulted from stock option exercises in the past 12 months.
Cash flow
In the first quarter of 2012, the company generated $481 million in cash from operations, an increase of 174% compared to the corresponding figure last year and representing approximately 14.8% of revenue. The cash flow generation was supported by a favorable development of DSO and inventory levels as well as lower income tax payments.
A total of $122 million was spent for capital expenditures, net of disposals. Free cash flow before acquisitions was $359 million compared to $62 million in the first quarter of 2011. A total of $1,526 million in cash was spent for acquisitions and investments, net of divestitures. Free cash flow after acquisitions and divestitures was minus $1,167 million, compared to minus $277 million in the first quarter of 2011.
Please refer to the appendix for a complete overview on the first quarter of 2012.
Patients – Clinics – Treatments
As of March 31, 2012, Fresenius Medical Care treated 253,041 patients worldwide, which represents a 17% increase compared to the previous year's figure. North America provided dialysis treatments for 161,656 patients, an increase of 17%. Including 21 clinics managed by Fresenius Medical Care North America, the number of patients in North America was 163,261. The International segment provided dialysis treatment to 91,385 patients, an increase of 16% over the prior year's figure.
As of March 31, 2012, the company operated a total of 3,119 clinics worldwide, which represents a 13% increase compared to the previous year's figure. The number of clinics is comprised of 2,053 clinics in North America (2,074 including managed clinics), and 1,066 clinics in the International segment, representing an increase of 13% and 13%, respectively.
During the first quarter of 2012, Fresenius Medical Care delivered approximately 9.21 million dialysis treatments worldwide. This represents an increase of 13%, compared to last year's figure. North America accounted for 5.75 million treatments, an increase of 10%. The International segment delivered 3.47 million treatments, an increase of 18%.
Employees
As of March 31, 2012, Fresenius Medical Care had 82,979 employees (full-time equivalents) worldwide, compared to 79,159 employees at the end of 2011. This increase of more than 3,800 employees is due to overall growth in the company's business and acquisitions including Liberty Dialysis Holdings, Inc.
Debt/EBITDA ratio
The ratio of debt to Earnings before interest, taxes, depreciation and amortization (EBITDA) increased from 2.55 at the end of the first quarter of 2011 to 2.96 at the end of the first quarter of 2012. The debt/EBITDA ratio at the end of 2011 was 2.69.
Rating
In February Standard & Poor's Ratings Services upgraded the company's corporate credit to ‘BB+' from ‘BB'. The agency also raised the ratings of Fresenius Medical Care's various unsecured senior notes to ‘BB+' from ‘BB'. The rating of ‘BBB-‘ on Fresenius Medical Care's senior secured credit facilities was affirmed. A stable outlook has been assigned to all ratings. Moody's rates the company's corporate credit as ‘Ba1' with a ‘stable' outlook, and Fitch rates the company's corporate credit as ‘BB+' with a ‘stable' outlook. For further information on Fresenius Medical Care's credit ratings, maturity profiles and credit instruments, please visit our website at www.fmc-ag.com / Investor Relations / Credit Relations.
Announcement of Management Board Change
On March 9, 2012, Fresenius Medical Care announced a change in the Management Board. Rice Powell will succeed Dr. Ben J. Lipps as CEO of Fresenius Medical Care AG & Co. KGaA and Chairman of the Management Board, effective January 1, 2013. The appointment of Rice Powell is part of the company's succession plan to ensure a smooth transition of leadership. Ben Lipps was appointed Chief Executive Officer and Chairman of the Management Board in 1999. In recognition of his extraordinary achievements and unique expertise Dr. Ben J. Lipps has been appointed Honorary Chairman of the supervisory boards of Fresenius Medical Care AG & Co. KGaA and the Fresenius Medical Care Management AG, effective January 1, 2013.
Closing of the acquisition of Liberty Dialysis Holdings
Fresenius Medical Care North America has closed the acquisition of Liberty Dialysis Holdings, Inc., the holding company of Liberty Dialysis and Renal Advantage effective February 28, 2012. The closing followed the completion of the review of the transaction and issuance of a consent decree by the United States' Federal Trade Commission. In connection with the consent decree, Fresenius Medical Care completed the sale of 44 clinics to Dialysis Newco, Inc. ("DSI Renal"). The acquisition of Liberty Dialysis Holdings Inc. is expected to add annual revenues of around $ 700 million and 201 clinics to Fresenius Medical Care's network for an investment, net of proceeds from the divestiture, of approximately $1.5 billion.
Sales and earnings outlook for 2012 confirmed
For the full year 2012, the company confirms its sales and earnings outlook.
The company expects revenue to grow to around $14 billion in 2012.
Net income is expected to grow to around $1.3 billion and net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around $1.14 billion. This does not include the investment gain in the amount of approximately $ 127 million in the first quarter of 2012.
For 2012, the company expects to spend around $700 million on capital expenditures and around $1.8 billion on acquisitions. The debt/EBITDA ratio is expected to be below 3.0 by the end of 2012.
"Our first quarter results show an excellent start for the year with both the North American as well as the International segment continuing their strong operating performance. On this basis we clearly confirm our previous guidance for the full year 2012 expecting another record year in terms of revenue and earnings", said Ben Lipps, chief executive officer of Fresenius Medical Care. "We have made very good progress on our growth initiatives globally and successfully closed the acquisition of Liberty Dialysis during the first quarter of 2012. With our global base we continue to be well positioned for the continuing success of our business."
Conference call
Fresenius Medical Care will hold a conference call to discuss the results of the first quarter of 2012 on Thursday, May 3, 2012, at 3:30 p.m. CEDT / 9:30 a.m. EDT. The company invites investors to view the live webcast of the call at the company's website www.fmc-ag.com in the "Investor Relations" section. A replay will be available shortly after the call.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 3,119 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 253,041 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care, visit the company's website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.