NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Fresenius has placed additional 4.00% senior notes due 2024 in a nominal amount of €150 million. The additional notes were placed at a price of 102%, resulting in a yield to maturity of 3.758%.
The proceeds will be used to partially fund the announced acquisition of hospitals from Rhön-Klinikum AG.
Fresenius Finance B.V., a wholly owned subsidiary of Fresenius SE & Co. KGaA, offered the additional senior notes through a private placement to institutional investors.
Fresenius will apply to have the additional notes admitted to trading on the regulated market of the Luxembourg Stock Exchange.
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 or to, or for the account or benefit of, U.S. persons, 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Fresenius intends to issue US$300 million of senior unsecured notes with a maturity of 7 years.
Following the successful placement of € 1.2 billion €-denominated senior notes in January and February 2014, this is another step to fund the announced acquisition of hospitals from Rhön-Klinikum AG. The issuance of US$-denominated bonds should further diversify Fresenius' investor base.
Fresenius US Finance II, Inc., a wholly owned subsidiary of Fresenius SE & Co. KGaA, will issue and offer the senior notes through a private placement with institutional investors.
Fresenius will apply to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.
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 or to, or for the account or benefit of, U.S. persons, 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Fresenius successfully placed US$300 million of senior unsecured notes with a maturity of 7 years.
The notes have a coupon of 4.250% and were issued at par.
The transaction was very well received by investors and substantially oversubscribed.
Fresenius US Finance II, Inc., a wholly owned subsidiary of Fresenius SE & Co. KGaA, offered the senior notes through a private placement to institutional investors.
Fresenius will apply to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.
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 or to, or for the account or benefit of, U.S. persons, 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 Helios has received antitrust approval for the acquisition of 40 hospitals and 13 outpatient facilities from Rhön-Klinikum AG. Approximately 70% of the acquired business will be consolidated as of January 1, 2014.
Fresenius Helios will close the majority of the transaction by the end of February. For two hospitals, HSK Dr. Horst Schmidt Kliniken in Wiesbaden and Klinikum Salzgitter, the approval of municipal shareholders is still pending.
With the acquisition, Fresenius Helios strengthens its position as Europe's largest hospital operator and aims to develop innovative, integrated care offerings across Germany.
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.
Fiscal year 2013:
- Sales €20.3 billion (+5% at actual rates, +8% in constant currency)
- EBIT1 €3,045 million (-1% at actual rates, +1% in constant currency)
- Net income2 €1,051 million (+12% at actual rates, +14 % in constant currency)
- 14% dividend increase to €1.25 per share proposed
2014 Group outlook3:
- Sales growth of 12% to 15% in constant currency
- Net income4 growth of 2% to 5% in constant currency
2017 Targets:
- Group sales: approx. €30 billion
- Group net income: between €1.4 and €1.5 billion
Ulf Mark Schneider, CEO of Fresenius, said: "2013 was a year of significant achievements. We exceeded 20 billion euros in sales and 1 billion euros in earnings for the first time. The acquisition of 40 hospitals from Rhön-Klinikum AG is a key milestone for us. Looking ahead, we see significant growth opportunities in both industrial and in developing countries. We will pursue them with ambitious strategies, operational excellence and financial prudence."
1 2013 before Fenwal integration costs (€54 million); 2012 before one-time effects
2 Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2013 before Fenwal integration costs (€40 million); 2012 before one-time effects
3 includes contributions from the acquisition of hospitals from Rhön-Klinikum AG.
4 Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2014 before integration costs for Fenwal (€30-40 million) and the hospitals acquired from Rhön-Klinikum AG (vast majority of ~€65 million in total); 2013 before Fenwal integration costs (€40 million Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2014 before integration costs for Fenwal (€30-40 million) and the hospitals acquired from Rhön-Klinikum AG (vast majority of ~€65 million in total); 2013 before Fenwal integration costs (€40 million)
21st consecutive dividend increase proposed
Based on the strong financial results, the Management Board will propose to the Supervisory Board a dividend increase of 14 % to €1.25 per share (2012: €1.10). The total dividend distribution is expected to be €225 million.
Positive Group outlook for 20141
For 2014, Fresenius projects sales growth of 12% to 15% in constant currency. Net income2 is expected to increase by 2% to 5% in constant currency. The earnings forecast primarily reflects lower reimbursement rates for Medicare dialysis patients and substantial uncertainties regarding the IV drug shortage situation in the U.S. market.
The net debt/EBITDA ratio is expected to be in the range of 3.0 to 3.25.
New stretch targets for 2017
For 2017, Group sales are expected to reach approx. € 30 billion. Group net income is expected to be between € 1.4 and 1.5 billion.
1 Includes contributions from the acquisition of hospitals from Rhön-Klinikum AG.
2 Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2014 before integration costs for Fenwal (€30-40 million) and the hospitals acquired from Rhön-Klinikum AG (vast majority of ~€65 million in total); 2013 before Fenwal integration costs (€40 million)
Group sales exceeds €20 billion for the first time
Group sales increased by 5% (constant currency: 8%) to €20,331 million (2012: €19,290 million. Organic sales growth was 4%. Acquisitions contributed 5%. Divestitures reduced sales growth by 1%. Currency translation had a negative effect of 3%.
Sales of the business segments developed as follows:
Group sales by region developed as follows:
Organic sales growth was 4% in North America and 3% in Europe. In Latin America (13%) and Africa (23%) organic sales growth was particularly strong. In Asia-Pacific organic sales growth was 4%.
Net income1 growth of 14% in constant currency at top end of guidance
Group EBITDA2 increased by 1% (3% in constant currency) to €3,888 million (2012: €3,851 million). In constant currency, Group EBIT2 increased by 1% to €3,045 million (2012: €3,075 million). EBIT was impacted by lower reimbursement rates for Medicare dialysis patients and special items at Fresenius Kabi. The EBIT margin of 15.0% (2012: 15.9%) was also impacted by the first-time consolidation of Fenwal.
Group net interest decreased to -€584 million (2012: -€666 million), although this figure includes €14 million one-time costs resulting from the early redemption of the Senior Notes originally due in 2016.
The Group tax rate2 improved to 27.8% (2012: 29.1%).
Noncontrolling interest was €727 million (2012: €769 million), of which 94% was attributable to the noncontrolling interest in Fresenius Medical Care.
Group net income1 increased by 12% (14% in constant currency) to €1,051 million (2012: €938 million). Earnings per share1 increased by 8% to €5.88 (2012: €5.42). The average number of shares outstanding was 178,672,652 (2012: 172,977,633).
A reconciliation to earnings according to U.S. GAAP can be found on page 16 of the Investor News.
Group net income attributable to shareholders of Fresenius SE & Co. KGaA including Fenwal integration costs was €1,011 million or €5.66 per share.
1 Net income attributable to shareholders of Fresenius SE & Co. KGaA; 2013 before Fenwal integration costs (€40 million); 2012 before one-time effects
2 2013 before Fenwal integration costs (€54 million); 2012 before one-time effects
Continued investment in growth
The Fresenius Group spent €1,073 million on property, plant and equipment (2012: €1,007 million). Acquisition spending was €2,754 million (2012: €3,172 million) including advances of €2.18 billion for the acquisition of hospitals and outpatient facilities from Rhön-Klinikum AG.
Strong 11.4% operating cash flow margin
Operating cash flow was €2,320 million (2012: €2,438 million). The decrease relates primarily to a one-time payment by Fresenius Medical Care regarding the amendment of the supply agreement for the iron product Venofer in North America and to currency. In 2012, the cash flow was positively influenced by extraordinary payments on trade accounts receivable. The cash flow margin reached 11.4% (2012: 12.6%). Net capital expenditure increased to €1,047 million (2012: €952 million). Free cash flow before acquisitions and dividends was €1,273 million (2012: €1,486 million). Free cash flow after acquisitions and dividends was -€1,774 million (2012: -€1,259 million).
Solid balance sheet structure
The Group's total assets were €32,758 million (Dec. 31, 2012: €30,664 million), a constant currency increase of 11%. The increase primarily relates to the €2.18 billion advances as stated above. Current assets decreased by 2% (+3% in constant currency) to €7,972 million (Dec. 31, 2012: €8,113 million). Non-current assets were €24,786 million (Dec. 31, 2012: €22,551 million), a constant currency increase of 13%.
Total shareholders' equity increased by 4% (9% in constant currency) to €13,260 million (Dec. 31, 2012: €12,758 million). The equity ratio was 40.5% (Dec. 31, 2012: 41.6%).
Group debt was €12,804 million (Dec. 31, 2012: €11,028 million). Net debt was €11,940 million (Dec. 31, 2012: €10,143 million). As of December 31, 2013, the net debt/EBITDA ratio was 2.511 (Dec. 31, 2012: 2.562).
Number of employees increases
As of December 31, 2013, the Fresenius Group increased the number of its employees by 5% to 178,337 (Dec. 31, 2012: 169,324).
1 Excluding the advances for the acquisition of hospitals of Rhön-Klinikum AG; before Fenwal integration costs2 Pro forma including Damp Group, Liberty Dialysis Holdings, Inc. and Fenwal; before one-time costs (non-financing expenses) related to the takeover offer to Rhön-Klinikum AG shareholders, and one-time costs at Fresenius Medical Care.
Business Segments
Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of services and products for patients with chronic kidney failure. As of December 31, 2013, Fresenius Medical Care was treating 270,122 patients in 3,250 dialysis clinics.
- Targets achieved for fiscal year 2013
- Further expansion of global franchise and new record sales
- Outlook 2014: sales approx. US$15.2 billion; net income in the range of US$1.0 to 1.05 billion
Sales increased by 6% to US$14,610 million (2012: US$13,800 million). Organic sales growth was 5%. Acquisitions contributed 2%, while divestitures reduced sales growth by 1%.
Sales in dialysis services increased by 6% (7% in constant currency) to US$11,130 million (2012: US$10,492 million). Dialysis product sales grew by 5% (5% in constant currency) to US$3,480 million (2012: US$3,308 million).
In North America sales grew by 6% to US$9,606 million (2012: US$9,031 million). Dialysis services sales grew by 7% to US$8,772 million (2012: US$8,230 million). Dialysis product sales increased by 4% to US$834 million (2012: US$801 million).
Sales outside North America ("International" segment) grew by 5% (6% in constant currency) to US$4,970 million (2012: US$4,740 million). Sales in dialysis services increased by 4% to US$2,358 million (2012: US$2,262 million). Dialysis product sales grew by 5% to US$2,612 million (2012: US$2,478 million).
EBIT decreased by 3% to US$2,256 million (20121: US$2,329 million). EBIT was impacted by lower reimbursement rates for Medicare dialysis patients.
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA was US$1,110 million (2012: US$1,1183 million). Net income for Q4 2013 was US$349 million, an increase of 7% compared to Q4 2012.
The operating cash flow of US$2,035 million remained nearly unchanged compared to previous year's level (2012: US$2,039 million) despite a US$100 million one-time payment regarding the amendment of the supply agreement for the iron product Venofer in North America. The cash flow margin was to 13.9% (2012: 14.8%).
For 2014, Fresenius Medical Care expects sales to grow to approx. US$15.2 billion. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected in the range of US$1.0 to 1.05 billion. The company initiated a global efficiency program designed to enhance the company's performance over a multi-year period. Potential cost savings before income taxes of up to US$60 million generated from this program are not included in the outlook for 2014.
For further information, please see Fresenius Medical Care's Investor News at www.fmc-ag.com.
1 2012 adjusted for other one-time costs of US$110 million related to the amendment of the agreement for Venofer and a donation to the American Society of Nephrology.
2 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA; 2012 adjusted for a non-taxable investment gain of US$140 million and other one-time costs of US$71 million.
3 2012 adjusted for a non-taxable investment gain of US$140 million and other one-time costs of US$71 million
Fresenius Kabi
Fresenius Kabi offers infusion therapies, intravenously administered generic drugs and clinical nutrition for seriously and chronically ill patients in the hospital and outpatient environments. The company is also a leading supplier of medical devices and transfusion technology products.
• 5% organic sales growth, at upper the end of guidance, EBIT margin fully in line with guidance
• Outlook 2014: Organic sales growth of 3 to 7%; EBIT margin of 16 to 18%
Sales increased by 10% (14% in constant currency) to €4,996 million (2012:€4,539 million). Organic sales growth was 5%. Acquisitions contributed 10% sales growth, while divestitures reduced sales growth by 1%. Currency translation had a negative effect of 4%.
Sales in Europe grew by 5% (organic growth: 2%) to €2,053 million (2012: €1,953 million). Sales in North America increased by 23% to €1,522 million (2012: €1,236 million), primarily driven by the consolidation of Fenwal. Organic sales growth was 5%. In Asia-Pacific sales increased by 7% (organic growth: 6%) to €927 million (2012: €863 million). Sales in Latin America/Africa increased by 1% (organic growth: 9%) to €494 million (2012: €487 million).
EBIT1 was €926 million (2012: €934 million), an increase of 1% in constant currency. EBIT includes charges of €31 million to meet FDA requirements at the Grand Island, USA, and Kalyani, India, plants. In addition, EBIT was impacted by restrictions on the use of our blood volume substitutes and material price cuts in China. The EBIT margin was 18.5% (2012: 20.6%). Excluding Fenwal, the EBIT margin was 19.8%.
Net income2 increased by 10% to €487 million (2012: €444 million).
Fresenius Kabi's operating cash flow was €488 million (2012: €596 million). 2012 cash flow was positively influenced by extraordinary payments on trade accounts receivable. The cash flow margin was 9.8% (2012: 13.1%). Cash flow before acquisitions und dividends was €177 million (2012: €357 million).
The integration of Fenwal progressed as planned with related integration costs of €54 million pre-tax in 2013. These costs are reported in the Group Corporate/Other segment.
For 2014, Fresenius Kabi expects organic sales growth of 3 to 7% and an EBIT margin of 16 to 18%. These ranges primarily reflect substantial uncertainties regarding the IV drug shortage situation in the U.S. market as well as full-year effects from the restrictions on the use of our blood volume substitutes and the 2013 price cuts in China.
Fresenius Kabi guidance excludes €40-50 million pre-tax Fenwal integration costs (€30-40 million after tax); see Group guidance
1 Before Fenwal integration costs
2 Net income attributable to shareholders of Fresenius Kabi AG; before Fenwal integration costs
Fresenius Helios
Fresenius Helios is Germany's largest hospital operator. HELIOS owns 72 hospitals, thereof 50 acute care clinics including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal and 22 post-acute care clinics. HELIOS treats more than 2.9 million patients per year, thereof more than 780,000 inpatients, and operates more than 23,000 beds.
- Completion of Rhön-Klinikum hospital acquisition expected end of February
- EBIT at the upper end of guidance; margin up 140 bps to 11.5%
- Outlook 2014: organic sales growth of 3 to 5%; EBIT of €390 to €410 million (excluding acquired hospitals)
Sales increased by 6% to €3,393 million (2012: €3,200 million). Organic sales growth was 3%, while acquisitions contributed 4%. Divestitures reduced sales growth by 1%.
EBIT grew by 21% to €390 million (2012: €322 million). The EBIT margin increased to 11.5% (2012: 10.1%).
Net income1 increased by 35% to €275 million (2012: €203 million).
Sales of the established hospitals grew by 3% to €3,275 million. EBIT improved by 19% to €386 million. The EBIT margin increased to 11.8% (2012: 10.1%). Sales of the newly acquired hospitals (consolidation ≤1 year) were €118 million, EBIT was €4 million.
On February 20, 2014, Fresenius Helios received antitrust approval to acquire 40 hospitals and 13 outpatient facilities from Rhön-Klinikum AG. The majority of the transaction is expected to be closed by the end of February. Approximately 70% of the acquired business will be consolidated as of January 1, 2014. For two hospitals, HSK Dr. Horst Schmidt Kliniken in Wiesbaden and Klinikum Salzgitter, the approval of municipal shareholders is still pending.
The acquisition will create cost synergies of approx. €85 million p.a. pre-tax from 2015 onwards. The vast majority of integration costs (total of approx. €80 million pre-tax) is expected to accrue in 2014.
The Company expects the acquisition to be accretive to earnings per share in 2014, excluding integration costs, and clearly accretive from 2015 onwards including integration costs.
For 2014, Fresenius Helios projects organic sales growth of 3 to 5%. EBIT (excluding the hospitals acquired from Rhön-Klinikum AG) is expected to increase to €390 to 410 million. The guidance reflects the divestiture of the HELIOS hospitals in Borna and Zwenkau.
1 Net income attributable to shareholders of HELIOS Kliniken GmbH
Fresenius Helios guidance excluding integration costs for the hospitals acquired from Rhön-Klinikum AG (total of approx. €80 million before tax and approx. €65 million after tax; vast majority in 2014). These costs will be reported in the Group Corporate/Other segment, see Group guidance
Fresenius Vamed
Fresenius Vamed manages projects and provides services for hospitals and other health care facilities worldwide.
• €1 billion sales target met one year earlier than expected
• 13% increase in order intake
• Outlook 2014: Organic sales growth of 5% to 10% and EBIT growth of 5% to 10%
Sales increased by 21% to €1,020 million (2012: €846 million). Organic sales growth was 13%, acquisitions contributed 8%. Sales in the project business increased by 15% to €583 million (2012: €506 million). Sales in the service business grew by 29% to €437 million (2012: €340 million).
EBIT grew by 8% to €55 million (2012: €51 million). The EBIT margin reached 5.4% (2012: 6.0%).
Net income1 was €37 million (2012: €35 million).
Order intake increased by 13% to €744 million (2012: €657 million), reaching a new all-time high. As of December 31, 2013, order backlog increased to a new record of €1,139 million (Dec. 31, 2012: €987 million).
In 2014, Fresenius Vamed expects to achieve organic sales growth of 5% to 10% and EBIT growth of 5% to 10%.
1 Net income attributable to shareholders of VAMED AG
Conference Call
As part of the publication of the results for fiscal year 2013, a conference call will be held on February 25, 2014 at 2.00 p.m. CET (8.00 a.m. EST). All investors are cordially invited to follow the conference call in a live broadcast over the Internet at www.fresenius.com, see Investor Relations, Presentations. Following the call, a replay will be available on our website.
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 Helios has completed the acquisition of 38 hospitals and 11 outpatient facilities from Rhön-Klinikum AG. For two hospitals, HSK Dr. Horst Schmidt Kliniken in Wiesbaden and Klinikum Salzgitter, the approval of municipal shareholders is still pending. Approximately 70% of the acquired business will be consolidated as of January 1, 2014.
The Company expects the acquisition to be accretive to earnings per share in 2014, excluding integration costs, and clearly accretive from 2015 onwards including integration costs.
In addition, an agreement was signed by the hospital operators Helios, Rhön-Klinikum and Asklepios to establish and develop a hospital network. Public, non-profit and other private hospitals are welcome to join this new network which will offer innovative care models across Germany. Completion of the network agreement is subject to antitrust review.
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 will propose a three-for-one stock split to its Annual General Shareholder Meeting (AGM) on May 16, 2014. Under this proposal, the subscribed capital and the number of shares will be tripled. This will be accomplished by issuing new shares through the conversion of capital reserves from company funds. Every shareholder will receive two additional shares for each share held. The share price can be expected to adjust itself without affecting the overall value for shareholders.
Ulf Mark Schneider, CEO of Fresenius, said: "Our share price has more than tripled in the past 5 years and is above €100. The proposed three-for-one stock split reflects our confidence in the long-term growth prospects and financial strength of Fresenius. With the stock split, we would like to promote trading activity and increase the stock's attractiveness for a broader group of investors."
The AGM agenda will be published on April 2, 2014. In accordance with the proposed stock split, the Company also proposes to adjust the existing authorized capital and the conditional capitals as well as the authorization to buy back shares.
The subscribed capital of Fresenius SE & Co. KGaA currently amounts to €179,808,205, divided into 179,808,205 ordinary shares.
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Fresenius intends to issue €375 million equity-neutral convertible bonds due 2019. Next to the issuance of at least €300 million Euro Notes (Schuldscheindarlehen)1, launched on February 26, 2014, this is the final funding step for the acquisition of hospitals from Rhön-Klinikum AG.
The convertible bonds offer investors participation in the performance of Fresenius shares. Concurrently with the bond issuance, Fresenius will purchase call options2 on its shares to fully hedge its exposure under the bonds' conversion rights. Therefore, the instrument will not result in the issuance of new shares at maturity. This innovative structure allows Fresenius to further diversify its funding sources.
The bonds will be issued at par. The coupon will be determined via an accelerated bookbuilding process in a range from 0.10% to 0.90%. The conversion price is 35% above Fresenius' reference share price. Such reference price will be determined as the arithmetic average of Fresenius' daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on March 19, 2014.
The bonds will be offered through an international private placement solely to qualified investors outside the United States. The placement will be executed via an accelerated bookbuilding over the course of today. The initial conversion price is expected to be determined after market close on April 1, 2014, once the reference share price has been determined. Settlement and closing are expected on March 24, 2014.
Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
Credit Suisse Securities (Europe) Limited is acting as Sole Global Coordinator for the offering and together with Société Générale and UniCredit Bank AG as Joint Bookrunners. Fresenius will purchase the call options from Credit Suisse.
1 thereof €200 million to refinance maturing Schuldscheindarlehen
2 cash-settled; any increase of Fresenius' share price above the conversion price would be offset by a corresponding value increase of the call options; dilution of Fresenius' share capital through issuance of new shares in connection with this transaction is ruled out.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of Credit Suisse Securities (Europe) Limited, Société Générale and Unicredit Bank AG (the "Joint Bookrunners") or any of their respective directors, officers, 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of 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 announcement or its contents or otherwise arising in connection therewith.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein and the shares to be delivered upon conversion may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States of America must be made by means of a prospectus that may be obtained from the issuer and that contains detailed information about the company and management, as well as financial statements. The offer and sale of the Bonds referred to herein and the shares to be delivered upon conversion have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein and the shares to be delivered upon exchange may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds or the shares to be delivered upon conversion in the United States of America, Australia, Canada, South Africa or Japan.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.
Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.
Credit Suisse Securities (Europe) Limited, Société Générale and Unicredit Bank AG, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners 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.
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Fresenius successfully placed €500 million equity-neutral convertible bonds due 2019. The innovative transaction was very well received by investors resulting in a substantial oversubscription. Due to the strong demand, the offering was upsized from the original target amount of €375 million.
Next to the issuance of at least €300 million Euro Notes (Schuldscheindarlehen)1, which are currently being marketed, this is the final funding step for the acquisition of hospitals from Rhön-Klinikum AG.
The bonds will be issued at par. The coupon was fixed at 0%, the initial conversion price will be set at 35% above Fresenius' reference share price2. Also including the expenses for the purchase of call options3 on Fresenius shares, the implied financing costs are well below those of the 2.375% Senior Notes issued in January 2014 with similar maturity.
The bonds were offered through an international private placement solely to qualified investors outside the United States. The initial conversion price is expected to be determined after market close on April 1, 2014, once the reference share price has been determined. Settlement and closing will take place on March 24, 2014.
Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
Credit Suisse Securities (Europe) Limited is acting as Sole Global Coordinator for the offering and together with Société Générale and UniCredit Bank AG as Joint Bookrunners.
1 thereof €200 million to refinance maturing Schuldscheindarlehen
2 The reference price will be determined as the arithmetic average of Fresenius' daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on March 19, 2014.
3 cash-settled; any increase of Fresenius' share price above the conversion price would be offset by a corresponding value increase of the call options; dilution of Fresenius' share capital through issuance of new shares in connection with this transaction is ruled out.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of Credit Suisse Securities (Europe) Limited, Société Générale and Unicredit Bank AG (the "Joint Bookrunners") or any of their respective directors, officers, 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of 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 announcement or its contents or otherwise arising in connection therewith.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein and the shares to be delivered upon conversion may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States of America must be made by means of a prospectus that may be obtained from the issuer and that contains detailed information about the company and management, as well as financial statements. The offer and sale of the Bonds referred to herein and the shares to be delivered upon conversion have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein and the shares to be delivered upon exchange may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds or the shares to be delivered upon conversion in the United States of America, Australia, Canada, South Africa or Japan.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.
Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.
Credit Suisse Securities (Europe) Limited, Société Générale and Unicredit Bank AG, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners 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.
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
The initial conversion price of Fresenius' equity-neutral convertible bonds has been determined at €149.3786. This represents a 35% premium over the reference share price1 of €110.65081.
Fresenius placed its €500 million equity-neutral convertible bonds due 2019 with a zero coupon on March 18, 2014.
1 The reference share price has been determined as the arithmetic average of Fresenius' daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on March 19, 2014.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of Credit Suisse Securities (Europe) Limited, Société Générale and Unicredit Bank AG (the "Joint Bookrunners") or any of their respective directors, officers, 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of 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 announcement or its contents or otherwise arising in connection therewith.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein and the shares to be delivered upon conversion may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States of America must be made by means of a prospectus that may be obtained from the issuer and that contains detailed information about the company and management, as well as financial statements. The offer and sale of the Bonds referred to herein and the shares to be delivered upon conversion have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein and the shares to be delivered upon exchange may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds or the shares to be delivered upon conversion in the United States of America, Australia, Canada, South Africa or Japan.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.
Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.
Credit Suisse Securities (Europe) Limited, Société Générale and Unicredit Bank AG, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners 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.
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.