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 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 March 31, 2012, the Fresenius Group had 160,249 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 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. You are cordially invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com, see Press, Audio/Video Service. 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. On June 30, 2012, the Fresenius Group had 161,685 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
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 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 September 30, 2012, the Fresenius Group had 163,463 employees worldwide.
For more information visit the company's website at www.fresenius.com.
HELIOS Kliniken Group owns 72 clinics, of which 50 are acute hospitals including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal, as well as 22 post acute care clinics. In addition, HELIOS has 32 medical care centers, 5 post acute care centers and 13 nursing care facilities. 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
The acquisition will make Fresenius Helios the largest private hospital operator in Europe, with 117 hospitals across Germany and nearly €5.5 billion* in sales.
Fresenius Helios has signed a binding agreement to purchase the majority of Rhön-Klinikum AG's hospitals, acquiring 43 hospitals with a total of approximately 11,800 beds as well as 15 outpatient facilities. On the basis of 2013 pro forma financials, the acquisition is expected to add sales of approximately €2 billion and an EBITDA of approximately €250 million.
The University Hospital Giessen and Marburg, the hospitals in Bad Neustadt (including the Rhön-Klinikum AG headquarters), Bad Berka and Frankfurt/Oder will remain with Rhön-Klinikum AG.
The acquisition will enable Fresenius Helios to significantly expand its hospital operations. By extending its presence across the country, Fresenius Helios will bring the majority of the German population within an hour's drive of a HELIOS hospital. With that platform, Fresenius Helios aims to develop innovative, integrated care offerings.
Fresenius Helios and Rhön-Klinikum AG are planning to enter into a cooperation agreement covering Rhön-Klinikum AG's remaining hospitals. These hospitals will become part of a network offering innovative care models across Germany. Public, non-profit and other private hospitals are welcome to join this network.
Ulf Mark Schneider, CEO of Fresenius, said: "This compelling transaction provides a unique opportunity to create a nationwide hospital network and to establish Europe's largest private hospital operator. The clinics we are acquiring from Rhön-Klinikum are a perfect strategic and geographic fit with Helios' existing portfolio and will allow us to develop innovative approaches to health care. We are looking forward to working with the employees of the newly acquired clinics to advance our joint commitment to high-quality patient care."
"With the support of the Supervisory Board, we have made a ground-breaking and at the same time extraordinarily sustainable decision. Through its critical mass, the ‘new Rhön' is well positioned to deliver significant additional medical and economic growth," said Dr. Dr. Martin Siebert, CEO of Rhön-Klinikum AG. "We are starting from a stable earnings position and believe that this can be considerably increased. The ‘new Rhön' with its unique structure and offering will be even more attractive in the future."
The acquisition will create cost synergies – for instance, by bundling procurement – which will result in a potential 1 to 2% increase in the EBIT margin. Mid-term, Fresenius Helios expects the newly acquired hospital portfolio to reach the upper half of the 12-15% EBIT-margin range according to its hospital development plan.
The purchase price of €3.07 billion will be entirely debt-financed. Under the transaction, Fresenius will not assume any financial debt of Rhön-Klinikum AG. Group net debt/EBITDA is expected to temporarily exceed 3.0 in 2013** but remain below 3.5, before returning to the upper end of the 2.5 to 3.0 target range in 2014.
Fresenius expects one-time costs of approximately €80 million before tax. The Company expects the acquisition to be accretive to earnings per share in the first year after closing, excluding one-time costs, and clearly accretive from the second year onwards including one-time costs.
The acquisition is subject to antitrust approval as well as certain approvals of former municipal owners or current minority shareholders. The vast majority of the transaction is expected to close by the end of this year.
*Pro forma 2013
** Pro forma
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2012, Group sales were €19.3 billion. On June 30, 2013, the Fresenius Group had 173,325 employees worldwide.
For more information visit 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), Dr. Francesco De Meo, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Helios will join Rhön-Klinikum AG in defending against the lawsuit filed by B. Braun Melsungen AG on November 21, 2013, which seeks to void the agreement between Fresenius Helios and Rhön-Klinikum on the sale of 43 hospitals and 15 outpatient facilities.
The lawsuit is without merit: the Management and Supervisory Boards of Rhön-Klinikum were in full compliance with all relevant laws when they entered into the purchase agreement. Approval of the sale by a general meeting of shareholders is not required. Separate legal opinions, which were obtained independently by Rhön-Klinikum and Fresenius before the contract was signed, confirmed this unanimously.
Ulf Mark Schneider, CEO of Fresenius, said: "We believe the lawsuit has no merit, and we will fully support Rhön-Klinikum in defending against it. We still want to resolve this matter amicably. But for that to happen, all the parties concerned must be ready to accept a reasonable solution."
The lawsuit by B. Braun has no suspensive effect on the transaction, which will be completed as soon as approval is received from Germany's Federal Cartel Office.
Fresenius is a global health care group, providing products and services for dialysis, hospitals, and outpatient medical care. In 2012, Group sales were €19.3 billion. On September 30, 2013, the Fresenius Group had 175,249 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), Dr. Francesco De Meo, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Helios and Rhön-Klinikum AG are well under way to finalizing the purchase of 43 hospitals and 15 outpatient facilities. Fresenius Helios expects to receive antitrust approval and to close the major part of the transaction in the first quarter of 2014. The parties have adjusted the contract accordingly.
Fresenius still expects the acquisition to be accretive to earnings per share in the first twelve months after closing, excluding one-time costs*. The acquisition is expected to be clearly accretive from the second year onwards including one-time costs.
*The one-time costs are approximately €80 million before tax.
Fresenius is a global health care group, providing products and services for dialysis, hospitals, and outpatient medical care. In 2012, Group sales were €19.3 billion. On September 30, 2013, the Fresenius Group had 175,249 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), Dr. Francesco De Meo, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Helios is moving to meet the conditions set by the German antitrust authority for the acquisition of 40 hospitals and 13 outpatient facilities from Rhön-Klinikum AG. The company expects to close the major part of the transaction in the first quarter of 2014, following antitrust approval within the scheduled review period.
The German antitrust authority required that three Rhön-Klinikum hospitals – in Boizenburg, Cuxhaven and Waltershausen-Friedrichroda – be excluded from the acquisition due to their geographical proximity to existing HELIOS facilities. They will remain with Rhön-Klinikum AG. Based on the authority's market assessment for the Leipzig region, HELIOS is selling two hospitals in Borna and Zwenkau, which are close to two hospitals in Leipzig that Fresenius Helios is acquiring from Rhön-Klinikum. The Borna and Zwenkau hospitals are purchased by HCM SE, a healthcare management company. Annual sales of these five hospitals are approximately €160 million.
Fresenius still expects the acquisition to be accretive to earnings per share in the first 12 months after closing, excluding one-time costs*. The acquisition is expected to be clearly accretive from the second year onwards, including one-time costs.
*One-time costs are approximately €80 million before tax.
Fresenius is a global health care group, providing products and services for dialysis, hospitals, and outpatient medical care. In 2012, Group sales were €19.3 billion. On September 30, 2013, the Fresenius Group had 175,249 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), Dr. Francesco De Meo, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
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.
Fresenius is a global health care group, providing products and services for dialysis, hospital and outpatient medical care. In 2012, Group sales were €19.3 billion. On September 30, 2013, the Fresenius Group had 175,249 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), Dr. Francesco De Meo, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
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.
Fresenius is a global health care group, providing products and services for dialysis, hospital and outpatient medical care. In 2013, Group sales were €20.3 billion. On December 31, 2013, the Fresenius Group had 178,337 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), Dr. Francesco De Meo, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Helios has completed the acquisition of HSK Dr. Horst Schmidt Kliniken in Wiesbaden after receiving municipal shareholder approval. HSK will be consolidated as of June 30, 2014. This marks the final step in HELIOS' transaction with Rhön-Klinikum AG announced in September 2013. Fresenius Helios now owns 110 hospitals.
Fresenius is a global health care group, providing products and services for dialysis, hospital and outpatient medical care. In 2013, Group sales were €20.3 billion. On March 31, 2014, the Fresenius Group had 201,924 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), Dr. Francesco De Meo, Dr. Jürgen Götz, Mats Henriksson, Rice Powell, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick