Fresenius announced today that at the end of the offer period 84.3% of RHÖN-KLINIKUM AG shares had been tendered, short of the minimum acceptance threshold of more than 90%. The second completion condition for the acquisition is therefore not fulfilled.

The substantial trading volume on the final day of the acceptance period, triggered by the announcement of Asklepios Kliniken GmbH regarding an equity stake in RHÖN-KLINIKUM AG, has interfered with the acceptance and settlement of the tender offer.

Ulf Mark Schneider, CEO of Fresenius, said: "The vast majority of RHÖN-KLINIKUM shareholders accepted our offer. We very much regret that the proposed transaction was blocked, without providing a constructive alternative. We would have preferred to spare RHÖN-KLINIKUM AG's patients, employees, shareholders and other stakeholders the resulting uncertainty. We remain convinced of the merits of combining RHÖN-KLINIKUM with HELIOS, and will assess our options in the coming days."

HELIOS will continue to pursue its proven growth strategy of the past years. As one of Germany's largest private hospital operators, HELIOS is well-positioned for strong organic growth. At the same time, HELIOS has excellent growth opportunities due to the privatization process in the German hospital market. In 2015, HELIOS targets sales of €4 billion to €4.25 billion. This outlook does not include the announced acquisition of RHÖN-KLINIKUM AG.

Following the capital increase with gross proceeds of €1.014 billion, which was successfully completed in May 2012, Group net debt/EBITDA is expected to initially be at the lower end of the target range of 2.5 to 3.0. Fresenius will use the additional financial resources over the medium term to complement its strong organic growth with targeted acquisitions.

Fresenius Kabi has signed a definitive agreement to acquire Fenwal Holdings, Inc., a leading U.S.-based provider of transfusion technology products for blood collection, separation and processing, from TPG and Maverick Capital.

The acquisition marks another major step in Fresenius Kabi's growth strategy. The company had announced previously that expanding its medical devices/transfusion technology segment is a priority. Fresenius Kabi will now become a global leader in transfusion technology.

In 2011, Fenwal had sales of US$614 million with an adjusted EBITDA of US$90 million. The company, with about 4,900 employees worldwide, runs a state-of-the-art R&D center and operates five manufacturing facilities.

Ulf Mark Schneider, CEO of Fresenius, said: "Acquiring Fenwal is a unique opportunity to significantly expand Fresenius Kabi's medical devices/transfusion technology segment. In addition, Fresenius Kabi will benefit from a more balanced product portfolio. Fenwal gives Fresenius Kabi broader access to the U.S. transfusion technology market and adds new momentum to building a global market presence in this segment."

"The products, services, technologies and cultures of both companies fit extremely well together," said Ron Labrum, Fenwal president and chief executive officer. "We are committed to assuring a smooth integration with Fresenius Kabi and to bring our customers even more value as a result of this unique combination."

The two companies' business activities perfectly complement each other: Fenwal holds an excellent position in the market for automated blood collection devices, while Fresenius Kabi is a major supplier of blood bags and filters used for manual blood collection. Combining the two businesses will lead to the most comprehensive product portfolio in transfusion medicine.

In addition, the acquisition will enhance Fresenius Kabi's geographical presence. Fenwal, headquartered in Lake Zurich, Illinois, generates more than half its sales in the United States, where its infrastructure will serve as a platform for further growth opportunities for Fresenius Kabi. Vice versa, Fresenius Kabi's international network will expand Fenwal's global product reach. Significant potential for revenue and cost synergies will be created.

Around the world, approximately 92 million whole blood donations are collected annually*. The transfusion technology market is mainly driven by demographic developments and the growing demand for products for automated blood component processing. In addition, the increasing demand in emerging markets will lead to further growth in this product segment.

Financial terms were not disclosed. The transaction will be financed initially from existing funds, whereas the enterprise value does not exceed the proceeds of the May 2012 capital increase. Irrespective of acquiring Fenwal, Fresenius continues to assess its options for an acquisition of Rhön-Klinikum AG.

The transaction is subject to the necessary regulatory approvals by the relevant antitrust authorities, and is expected to close at the end of 2012.

Telephone Conference

A telephone conference will be held at 2.30 p.m. CEST on Monday, July 23, 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.
 * www.who.int/worldblooddonorday/en/index.html

Automated and manual blood collection
Automated technology allows blood to be automatically separated into its therapeutic components, collecting only what is needed from donors — red blood cells, platelets, plasma, or therapeutic proteins. This enables blood centers to optimize each donation, limits further processing steps, and helps to ensure the right blood components are available in hospitals to meet patient needs.

During a manual blood collection the blood is collected from a donor and manually processed in a laboratory into its therapeutic components.

Fresenius has decided not to submit a new takeover offer to the shareholders of RHÖN-KLINIKUM AG for the time being.

In recent weeks, Fresenius tried to find solutions to meet the strategic and financial targets of combining RHÖN-KLINIKUM AG and HELIOS with an equity stake in RHÖN-KLINIKUM AG of less than 90%. Unfortunately, there was no viable way to achieve this goal.

Ulf Mark Schneider, CEO of Fresenius, said: "A combination of RHÖN-KLINIKUM AG and HELIOS was the first-ever opportunity to build a country-wide integrated health care network. We regret that our public offer was blocked without providing a constructive alternative. All our investments must add value, with manageable risks. After thorough analysis, we have therefore reached the conclusion that a new offer cannot be justified. HELIOS' prospects are outstanding and it is well positioned to expand its leading position in the German hospital market."

Fresenius currently has a stake of 5% minus one share in RHÖN-KLINIKUM AG and plans to slightly increase its shareholding. This position will preserve the company's strategic options in the consolidating German hospital market.

Telephone Conference
A telephone conference will be held at 2 p.m. CEST on Monday, September 3, 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.

HELIOS Kliniken GmbH, a subsidiary of Fresenius, further strengthens its position as the largest private hospital operator in the German state of North-Rhine Westphalia. The company has agreed to acquire a 194-bed hospital close to the company's maximum care hospital in Wuppertal. The two hospitals already co-operate in the field of specialist care. Following the acquisition, HELIOS will operate a network of 19 clinics in North-Rhine Westphalia, including the maximum care hospitals in Duisburg, Krefeld and Wuppertal.

The acquired hospital employs about 500 people and had sales of €20 million in 2011. HELIOS plans to invest at least €8 million in the hospital's modernization by the end of 2017.

The acquisition is still subject to the approval of the anti-trust authorities. The parties agreed not to disclose the purchase price. HELIOS expects to close the transaction in the first quarter of 2013.

Fresenius Kabi has successfully closed the acquisition of Fenwal Holdings, Inc., a leading U.S.-based provider of transfusion technology products for blood collection, separation and processing. The Fenwal acquisition was announced on July 20, 2012, and the closing now follows completion of the review by the antitrust authorities. Fenwal will be consolidated as of December 1, 2012.

For the fiscal year 2011, Fenwal reported sales of US$614 million and an adjusted EBITDA of US$90 million.

Fresenius expects one-time integration costs of approx. €100 million. Cost synergies should reach approx. €60 million annually in the medium term.

Fresenius Kabi fully confirms its 2015 outlook, which was raised on August 1, 2012. The company expects sales of approx. €6 billion and EBIT of >€1.1 billion at current exchange rates. Previously, Fresenius Kabi had targeted sales of approx. €5.5 billion and EBIT of >€1 billion.

Fresenius has decided to focus on its four established business segments Fresenius Medical Care, Fresenius Kabi, Fresenius Helios and Fresenius Vamed, which offer significant growth opportunities. The Fresenius Biotech subsidiary will be discontinued.

The company is in talks with several parties about a sale of Fresenius Biotech, while simultaneously assessing the equally viable option of continuing the immunosuppressive drug ATG-Fresenius S within the Fresenius group. ATG-Fresenius S has been well established in the hospital market for decades, and is consistently profitable. Fresenius will divest the trifunctional antibody Removab (catumaxomab) business. The final decision on how to proceed will be made in the first quarter of 2013.

In the first nine months of 2012, Fresenius Biotech's sales increased by 15% to €26 million. ATG-Fresenius S sales grew by 14% to €22.5 million. Removab sales rose by 22% to €3.3 million. Fresenius Biotech's EBIT was -€15 million (Q1-3 2011: -€19 million). For the full year 2012, an EBIT of about -€25 million is expected. Withdrawing from Removab will have a positive effect on Group earnings starting in 2013.

Fresenius Biotech received the only Europe-wide approval to date for a monoclonal antibody developed in Germany when the European Commission approved Removab in 2009 for treating malignant ascites. The company subsequently obtained reimbursement approvals for Removab from the national health care systems of several European countries, providing the opportunity to expand marketing of the drug.

With ATG-Fresenius S, Fresenius Biotech offers a polyclonal antibody that has been used since 1981, for both organ and stem-cell transplantation.

Fresenius will focus on the attractive growth opportunities of its four core business segments, which have grown strongly over the last years and offer outstanding prospects. Between 2001 and 2011, Group sales increased from €7.3 billion to €16.5 billion, and Group net income from €93 million to €770 million. For the full year 2012, Fresenius expects sales¹ of more than €19 billion, corresponding to an increase of 12% to 14% in constant currency. Net income² is forecast to exceed €900 million, an increase of 14% to 16% in constant currency.

About malignant ascites

Malignant ascites can be caused by various kinds of tumors. The peritoneal spread of tumor cells leads to an accumulation of fluid in the peritoneal cavity and is associated with an unfavorable prognosis for the patient. The most common method of treatment is paracentesis, which generally must be repeated at intervals of one to two weeks and can lead to complications such as infections or elevated losses of fluids and proteins. Removab® destroys the peritoneal cancer cells and thus directly attacks the cause of malignant ascites.

¹ Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment of -€119 million in the first three quarters of 2011 and of -€161 million for the full year 2011 solely relates to Fresenius Medical Care North America.

² Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain (€34 million) and potential special charges (up to €17 million) at Fresenius Medical Care as well as for one-time costs (€31 million) related to the offer to the shareholders of RHÖN-KLINIKUM AG. 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights.

Fresenius Kabi has signed an agreement to sell its subsidiary Calea France SAS to The Linde Group. Calea is active in the French homecare market and focuses on respiratory therapy, which is not a core business of Fresenius Kabi.

Ulf Mark Schneider, CEO of Fresenus, said: "Calea is a successful business and will be a great fit in a global respiratory homecare organization. The divestiture underlines our strong commitment to focused growth in our four core business segments, where prospects for further expansion are bright."

In 2011, Calea France had sales of €28 million. The transaction is expected to be completed at the start of 2013.

HELIOS Kliniken GmbH, a subsidiary of Fresenius, expands its presence in the German hospital market. The company has agreed to acquire 94.7% of the share capital in Damp Group.

Damp operates seven acute care hospitals and four post acute care hospitals with a total of 4,112 beds (thereof 2,649 in acute care) and is among the ten largest private hospital operators in Germany. In addition, Damp operates eight outpatient medical care centers, two nursing care facilities with a total of 606 beds and a wellness resort. The company has 5,971 full-time employees.

The acquisition of Damp is an excellent geographic fit with the HELIOS hospital network in the north and northeast of Germany. The Damp hospitals enjoy a strong local market position and offer considerable growth potential. Both Damp and HELIOS were co-founders of the leading German medical quality initiative "Initiative Qualitätsmedizin".

In 2010, Damp achieved sales of €487 million and operating profit (EBIT) of €21 million. Acute care contributed 73% to total sales, post acute care 20%. The parties agreed not to disclose the purchase price.

Ulf Mark Schneider, CEO of Fresenius, commented: "We take advantage of this excellent opportunity to acquire a well-positioned and profitable company to strengthen HELIOS' presence in the German hospital market. As demonstrated with the acquisition of the privately-owned hospital operator Humaine in 2006, we will integrate Damp into the HELIOS network and achieve margin improvements in line with our established financial targets. Our focus on acquiring public-sector hospitals remains unchanged as we see a rebound in the German hospital privatization market."

The acquisition is still subject to the approval of local and antitrust authorities. Due to the geographic proximity of the HELIOS hospital Schwerin, HELIOS has to divest the Damp hospital Wismar (505 beds, sales of approximately €60 million) to secure regulatory clearance of the transaction.

HELIOS anticipates to close the transaction in the first half of 2012. The acquisition is expected to be accretive to Fresenius Group's earnings per share in 2013.

The acquisition will be financed from cash flow and debt. For 2012, the Damp acquisition and Fresenius Medical Care's recently announced acquisitions are not expected to lead to Group leverage above the target range of 2.5 to 3.0 net debt/EBITDA.

HELIOS Kliniken GmbH, a subsidiary of Fresenius, strengthens its position as the largest private hospital operator in the state of North-Rhine Westphalia, Germany. The company has agreed to acquire 51 percent of the share capital in Katholisches Klinikum Duisburg hospital (KKD). The remaining share capital will be held by local institutions related to the Catholic Church.

KKD operates a maximum care hospital with four locations in Duisburg and a total of 1,034 beds as well as a rehabilitation clinic with 220 beds. KKD also operates two nursing care facilities. In 2010, KKD's hospitals provided inpatient care for about 30,000 patients (thereof 26,500 in acute care). KKD has about 2,200 employees and achieved 2010 sales of approximately € 134 million.

HELIOS will establish two new hospital buildings to consolidate KKD's acute care operations into two locations. The total investments by the company will be approximately € 176 million, over five years.

HELIOS already operates 10 acute care hospitals in North-Rhine Westphalia including maximum care facilities in Wuppertal and Krefeld.

The acquisition is still subject to the approval of antitrust authorities and is expected to close in the first quarter of 2012. The parties agreed not to disclose the purchase price.

The acquisition will be financed from cash flow. For 2012, the KKD as well as the Damp acquisition and Fresenius Medical Care's recently announced acquisitions are not expected to lead to Group leverage above the target range of 2.5 to 3.0 net debt/EBITDA.

"The acquisition of this maximum care hospital is another important step in the growth strategy for our hospital business. It provides an excellent geographic and medical fit to the HELIOS network. The HELIOS success story at the nearby Krefeld hospital shows that we can successfully develop maximum care facilities under private ownership", said Dr. Ulf M. Schneider, CEO of Fresenius.

Fresenius Helios is one of the largest private hospital operators in Germany. HELIOS owns 64 hospitals, including five maximum care hospitals in Berlin-Buch, Erfurt, Krefeld, Schwerin and Wuppertal. HELIOS treats more than 2 million patients per year, thereof approximately 650,000 inpatients, and operates about 19,000 beds.

Fresenius SE & Co. KGaA („Fresenius") plans to increase its voting interest in Fresenius Medical Care AG & Co. KGaA („FME") through the purchase of approximately 3.5 million ordinary shares.

The planned transaction shall be executed through share purchases, carried out from time to time, in a manner intended to have minimal impact on FME's share price on the stock exchange.

After maturity of the Mandatory Exchangeable Bond on August 14, 2011, Fresenius' current voting interest in FME is 30.3%. The exercise of FME stock options could, however, dilute Fresenius' interest to 29.3% mid-term.

The planned share purchase is meant to preserve a long-term voting interest in FME above 30%, maintaining the current ownership situation. Under applicable German law, if Fresenius' ownership were to fall below 30% and Fresenius purchased additional ordinary shares to bring its ownership above 30%, Fresenius would become obligated to offer to purchase all of FME's shares. Upon completion of the purchase of approximately 3.5 million ordinary shares, Fresenius' voting interest in FME would increase to approximately 31.5%.

Fresenius' position as general partner of FME requires ownership of at least 25% of FME's share capital.

The number of shares to be purchased corresponds to the XETRA trading volume of four to five average trading days.

Based on FME‘s current share price, the financing requirement for Fresenius is approximately €180 million. It shall be funded from cash flow and existing credit lines. Fresenius expects its incremental share in FME's net income to exceed its cost of financing the share purchase. The planned share purchase is therefore expected to be slightly accretive to Group net income. From today's perspective, Group Net Debt/EBITDA, including the effect of the planned share purchase, will stay below 3.0 in 2012.

Fresenius will provide details on the share purchase upon its completion.