We acknowledge today's announcement by Asklepios Kliniken GmbH of their 5.01% shareholding in RHÖN-KLINIKUM AG.
We have no knowledge of Asklepios Kliniken GmbH's intentions beyond this public announcement.
Our proposed transaction has received broad and strong support from RHÖN-KLINIKUM AG's management, Supervisory Board, as well as institutional and retail shareholders.
We are not aware of a competing bid and have not received any request to increase our offer price.
Our offer of €22.50 in cash per RHÖN-KLINIKUM AG share remains unchanged. The acceptance period expires today, 27 June 2012 at midnight CET.
Safe Harbour Statement
This announcement is neither an offer to purchase nor a solicitation of an offer to sell RHÖN-KLINIKUM AG shares. The terms and conditions of the takeover offer as well as further provisions regarding the takeover offer will be disclosed in the offer document which is published in the internet under http:// www.fresenius.com/rhoen. The terms and conditions of the takeover offer may differ from the basic information described herein. Investors and holders of RHÖN-KLINIKUM AG shares are strongly recommended to read any such offer document and all documents in connection with the takeover offer, since they will contain important information.
If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for RHÖN-KLINIKUM AG, for those RHÖN-KLINIKUM shareholders who choose not to accept the takeover offer or for future financial results of RHÖN-KLINIKUM AG. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.
The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").
The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the RHÖN-KLINIKUM AG and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.
The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.
The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.
Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.
Today, Fresenius has acquired 5 million shares of RHÖN-KLINIKUM AG in the market via Xetra. This is equivalent to 3.6% of the share capital of RHÖN-KLINIKUM AG.
Those shares will be tendered into our tender offer and thus be included in the 90% minimum acceptance threshold.
We have taken this decision in order to support our tender offer. The offer of €22.50 in cash per share remains unchanged.
The acceptance period expires today, 27 June 2012, at midnight CET. Shares acquired in the market today can still be tendered until close of business.
Safe Harbour Statement
This announcement is neither an offer to purchase nor a solicitation of an offer to sell RHÖN-KLINIKUM AG shares. The terms and conditions of the takeover offer as well as further provisions regarding the takeover offer will be disclosed in the offer document which is published in the internet under http:// www.fresenius.com/rhoen. The terms and conditions of the takeover offer may differ from the basic information described herein. Investors and holders of RHÖN-KLINIKUM AG shares are strongly recommended to read any such offer document and all documents in connection with the takeover offer, since they will contain important information.
If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for RHÖN-KLINIKUM AG, for those RHÖN-KLINIKUM shareholders who choose not to accept the takeover offer or for future financial results of RHÖN-KLINIKUM AG. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.
The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States"). The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the RHÖN-KLINIKUM AG and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.
The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.
The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.
Fresenius 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.
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 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.
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.
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.
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.
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.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2010, Group sales were approximately €16.0 billion. On June 30, 2011 the Fresenius Group had 142,933 employees worldwide.
HELIOS Kliniken Group has 64 clinics, of which 44 are acute hospitals and 20 are post acute care clinics. With five maximum care hospitals in Berlin-Buch, Erfurt, Krefeld, Schwerin and Wuppertal, HELIOS maintains a leading market position in the privatization of hospitals of this size in Germany. In addition, HELIOS has 30 medical care centers. HELIOS is one of the largest providers of inpatient and outpatient care in Germany and treats more than 2 million patients per year, thereof approximately 650,000 are inpatients. HELIOS has about 19,000 beds and 34,000 employees. Sales in 2010 were €2.5 billion.
For more information visit the Company's website at www.helios-kliniken.de.
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 is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2010, Group sales were approximately €16.0 billion. On June 30, 2011 the Fresenius Group had 142,933 employees worldwide.
HELIOS Kliniken Group has 64 clinics, of which 44 are acute hospitals and 20 are post acute care clinics. With five maximum care hospitals in Berlin-Buch, Erfurt, Krefeld, Schwerin and Wuppertal, HELIOS maintains a leading market position in the privatization of hospitals of this size in Germany. In addition, HELIOS has 30 medical care centers. HELIOS is one of the largest providers of inpatient and outpatient care in Germany and treats more than 2 million patients per year, thereof approximately 650,000 are inpatients. HELIOS has about 19,000 beds and 34,000 employees. Sales in 2010 were €2.5 billion.
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.
HELIOS Kliniken GmbH, a subsidiary of Fresenius, has completed the acquisition of 51% of the share capital of Katholisches Klinikum Duisburg (KKD), following approval by the German antitrust authority. The other shareholders of KKD are local institutions related to the Catholic Church. HELIOS will fully consolidate KKD's sales and earnings as of January 1, 2012. The acquisition was announced in October 2011.
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 Kliniken Group has 66 clinics, of which 45 are acute hospitals and 21 are post acute care clinics. With six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal, HELIOS maintains a leading market position in the privatization of hospitals of this size in Germany. In addition, HELIOS has 30 medical care centers. HELIOS is one of the largest providers of inpatient and outpatient care in Germany and treats more than 2 million patients per year, thereof approximately 700,000 are inpatients. HELIOS has more than 20,000 beds and 37,000 employees. Sales in 2010 were €2.5 billion.
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.
HELIOS Kliniken Group, a business segment of Fresenius SE, has strengthened its presence in the German hospital market. The company has agreed to acquire three hospitals in the Mansfeld-Südharz county of Saxony-Anhalt and two in the Northeim county of Lower Saxony. Combined sales of the five hospitals were approx. € 136 million in 2007.
The three acute care hospitals in Saxony-Anhalt are part of Krankenhaus-Holding GmbH Mansfeld-Südharz. They have a total capacity of 834 beds, of which 327 belong to Krankenhaus am Rosarium hospital in Sangerhausen and 507 to Klinikum Mansfelder Land & Pflege hospital, which has two locations in Lutherstadt Eisleben and Hettstedt. The three hospitals have about 1,600 employees and treated more than 30,000 patients in 2007. Sales were approx. € 86 million in the same period. HELIOS will own a 94.9 % stake in the hospitals, and the county will hold a 5.1 % share. With this acquisition HELIOS is now present in the German state of Saxony-Anhalt. In the neighboring state of Thuringia, HELIOS already owns four clinics - a maximum care hospital in Erfurt and clinics in Bleicherode, Gotha and Blankenhain.
The two hospitals in Lower Saxony were previously owned by Rhume-Leine-Gande-Klinikum GmbH. They have a total capacity of 371 beds, of which 273 belong to Albert-Schweitzer-Krankenhaus in Northeim and 98 to the Evangelische Krankenhaus in Bad Gandersheim. The two hospitals employ about 1,000 people and treated more than 16,300 patients in 2007. Sales were approx. € 50 million in the same period. HELIOS will own a 94.9 % stake in Albert-Schweitzer-Krankenhaus and a 94.8 % stake in Evangelische Krankenhaus. The Northeim county and the Evangelisches Krankenhaus Foundation will own 5.1 % and 5.2 % respectively. At the location in Northeim, HELIOS plans to build a new clinic to expand and improve medical services. HELIOS currently owns six clinics in the north of Germany - a maximum care hospital in Schwerin and clinics in Bad Schwartau, Cuxhaven, Geesthacht, Leezen and Hamburg.
"We are pleased with the decision of these two counties to award their privatization projects to HELIOS. Our concept focuses on medical quality and transparency," said Ulf Mark Schneider, Chairman of the Management Board of Fresenius SE. "With this acquisition, we continue our successful expansion in the German hospital market. The five clinics are well-positioned in their regions and offer considerable potential for enhanced medical care."
The parties agreed not to disclose the purchase prices. The acquisitions are still subject to the approval of county and anti-trust authorities. Additionally, the acquisition in Mansfeld-Südharz is subject to the approval of the Fresenius SE Supervisory Board. HELIOS expects to close these transactions in the first half of 2009.
HELIOS Kliniken Group has 57 clinics, of which 38 are acute hospitals and 19 are postacute care clinics. With five maximum care hospitals in Berlin-Buch, Erfurt, Krefeld, Schwerin and Wuppertal, HELIOS maintains a leading market position in the privatization of hospitals of this size in Germany. HELIOS is one of the biggest providers of in-patient and out-patient care in Germany and treats about 1.5 million patients annually, of whom about 550,000 are in-patients. HELIOS has more than 17,300 beds and 30,000 employees. Sales in 2007 were more than € 1.8 billion.
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 AG today announced that it will reorganize its hospital business effective January 1, 2008. The current business segment Fresenius ProServe will be replaced by the two new business segments Fresenius HELIOS and Fresenius VAMED which so far have formed Fresenius ProServe. Following the reorganization, the Fresenius Group will have four business segments – Fresenius Medical Care, Fresenius Kabi, Fresenius HELIOS and Fresenius VAMED.
This step underlines the growing importance of the hospital operations business (HELIOS) and the engineering and services business for hospitals (VAMED). In future, these business segments will be run independently and be directly represented in Fresenius AG's Management Board.
In 2006, HELIOS Kliniken achieved revenues of € 1.67 billion. Operating income was € 133 million. HELIOS owns 58 clinics with 15,800 beds. The company will continue to operate under its original name HELIOS Kliniken GmbH. VAMED had revenues of € 392 million in 2006. Operating income was € 24 million. In addition, VAMED handled approximately € 350 million in third-party revenues through management contracts. VAMED has a strong international presence and managed healthcare projects in approximately 80 countries. The company will also continue to operate under its original name VAMED AG.
The following shows the new group structure:
As part of the new organizational structure, Dr. Francesco De Meo (43) and Dr. Ernst Wastler (48) will join the Management Board of Fresenius AG effective January 1, 2008. Francesco De Meo will be responsible for the business segment Fresenius HELIOS. Ernst Wastler will be in charge of the business segment Fresenius VAMED.
Since July 1, 2000, Dr. Francesco De Meo has served as a managing director of HELIOS Kliniken GmbH with responsibility for personnel and legal affairs. He will succeed Ralf Michels as CEO of HELIOS Kliniken GmbH effective January 1, 2008. Ralf Michels will then become a member of the Supervisory Board of HELIOS Kliniken GmbH.
Ernst Wastler has served as CEO of VAMED AG since July 1, 2001. He joined the company in 1984 and has contributed significantly to the international expansion of VAMED.
As a result of the reorganization, Andreas Gaddum, member of the Management Board of Fresenius AG and responsible for the business segment Fresenius ProServe, will leave the company by mutal agreement effective December 31, 2007. Andreas Gaddum has played a key role in focussing Fresenius ProServe on the hospital business.
In addition, Fresenius announced the appointment of Dr. Jürgen Götz (43) as member of the Management Board of Fresenius AG effective July 1, 2007. Jürgen Götz will be responsible for legal, compliance and personnel affairs. He also will assume the position as Labor Relations Director from Stephan Sturm who will continue to serve as CFO of Fresenius AG.
"The new organizational structure sets the stage for the focused expansion of Fresenius HELIOS and Fresenius VAMED within our group. In addition, we reduce the number of management layers and increase the transparency of the hospital business for our investors. I would like to thank Andreas Gaddum for his significant contributions and his achievements in Fresenius ProServe's strategic realignment. At the same time, I am looking forward to working with Jürgen Götz, Francesco De Meo and Ernst Wastler in the Fresenius Management Board. They have done an outstanding job in their current assignments and are superbly qualified to be part of our senior leadership team as we take the company to the next level", commented Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius AG.
The Company expects no restructuring costs to result from these organizational changes. Fresenius Group will adjust its financial reporting to the new structure in the first quarter of 2008.
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.