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, Asklepios and B. Braun have settled their dispute over Fresenius Helios' purchase of 43 hospitals and 15 outpatient facilities from Rhön-Klinikum AG. At the same time, they have reached agreement on their future relationships.

B. Braun and Asklepios agree to maintain neutrality toward the sale and to refrain from taking any action against it. The lawsuit opposing the transaction will be withdrawn by B. Braun.

Fresenius Helios is entering into a non-exclusive long-term supply agreement with B. Braun. Fresenius Kabi will not be given preference as a supplier.

Asklepios will join Fresenius Helios and Rhön-Klinikum as a founding partner in the planned hospital network, with Fresenius Helios making a one-time, €5 million payment to Asklepios to support its entry into the network. Completion of the network agreement is subject to antitrust approval.

B. Braun has increased its stake in Rhön-Klinikum AG to 15.08 percent. Asklepios and Fresenius will retain their individual stakes of approximately 5 percent each in Rhön-Klinikum AG.

Ulf Mark Schneider, CEO of Fresenius; Dr. Bernard gr. Broermann, founder and sole shareholder of Asklepios, and Prof. Dr. Ludwig-Georg Braun, Chairman of the Supervisory Board of B. Braun, said in a joint statement: "For many years now, our companies have contributed significantly to the provision of high-quality and efficient health care in Germany. Our differences over the last two years have overshadowed these important contributions in the eyes of the public, which gives us even more reason to welcome today's agreement. It underlines our interest in maintaining open competition in the German healthcare product and services markets and enables each company to achieve its own goals while strengthening the public's confidence in high-quality, private health care. We will compete on the basis of mutual respect, always putting the patient at the center of everything we do."

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 costs¹. The acquisition is expected to be clearly accretive from the second year onwards including one-time costs.

¹ The one-time costs are approximately €80 million before tax.

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 costs¹. The acquisition is expected to be clearly accretive from the second year onwards, including one-time costs.

¹ One-time costs are approximately €80 million before tax.

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 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 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.