BAD HOMBURG v.d.H., Germany and SCHAUMBURG, Illinois, USA — Fresenius SE and APP Pharmaceuticals, Inc., have received confirmation that the U.S. Federal Trade Commission (FTC) has completed its review of the proposed acquisition of APP Pharmaceuticals by Fresenius Kabi, a business segment of Fresenius SE. The FTC granted early termination of the waiting period under the Hart-Scott-Rodino Act without conditions. The German antitrust authorities had already approved the acquisition.
On July 7, 2008, Fresenius had announced the acquisition of APP Pharmaceuticals, an important step in the growth strategy of Fresenius Kabi. With the FTC review complete, Fresenius and APP expect the transaction to close mid September 2008, subject to certain other customary closing conditions.
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. This includes the risk that the transaction will not be consummated or on other terms. Neither Fresenius nor APP undertakes any responsibility to update the forward-looking statements in this release.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the proposed merger, Fresenius Kabi Pharmaceuticals Holding, Inc. and APP have filed relevant materials with the SEC, including a registration statement that contains a joint prospectus and information statement. Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. Investors and security holders may obtain these documents free of charge at the SEC's website at www.sec.gov. Investors and security holders are urged to read the joint information statement/prospectus and the other relevant materials before making any investment decision with respect to the proposed merger.
Fresenius Kabi, a business segment of Fresenius SE, has completed the acquisition of APP Pharmaceuticals, Inc.
The acquisition is an important step in Fresenius Kabi's growth strategy. Through APP, Fresenius Kabi enters the U.S. pharmaceuticals market and achieves a leading position in the global I.V. generics industry.
Dr. Ulf Mark Schneider, Chairman of the Management Board of Fresenius SE, said: "We are pleased to be able to complete this major transaction in a very short time. Now we are focused on successfully integrating APP and further developing the business. Fresenius and APP share a deep commitment to highest-quality products and medical excellence."
The closing follows completion of the U.S. Federal Trade Commission's (FTC) review of the acquisition. The FTC granted early termination of the waiting period under the Hart-Scott-Rodino Act without conditions. Earlier, German antitrust authorities had also approved the transaction.
Fresenius Kabi had announced the agreement to acquire Schaumburg, Illinois-based APP Pharmaceuticals, Inc., on July 7, 2008.
Fresenius Group expects to consolidate APP Pharmaceuticals in its financial statements as of September 1, 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. This includes the risk that the transaction will not be consummated or on other terms. Neither Fresenius nor APP undertakes any responsibility to update the forward-looking statements in this release.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
In connection with the proposed merger, Fresenius Kabi Pharmaceuticals Holding, Inc. and APP have filed relevant materials with the SEC, including a registration statement that contains a joint prospectus and information statement. Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. Investors and security holders may obtain these documents free of charge at the SEC's website at www.sec.gov. Investors and security holders are urged to read the joint information statement/prospectus and the other relevant materials before making any investment decision with respect to the proposed merger.
Fresenius Kabi, a European leader in infusion therapy and clinical nutrition, has entered into an agreement with Kyorin Pharmaceutical Co. Ltd., Tokyo, Japan, to acquire its artificial colloid product business. Fresenius Kabi acquires the rights for the production, marketing and sale of these products. Kyorin's artificial colloids sales were € 5.2 million in the fiscal year ended March 31, 2006. The colloids are based on hydroxyethyl starch (HES) and are mainly used in surgical and emergency procedures to substitute blood loss. Kyorin is the only provider of HES products for blood volume replacement in Japan.
In addition, Fresenius Kabi is currently setting up a subsidiary in Tokyo for the marketing and distribution of the acquired products as well as its own product portfolio in Japan. The new subsidiary will allow Fresenius Kabi to enhance its presence in the world's second largest healthcare market.
"In Japan, we are focusing on the intensive care and acute care hospital segments. Kyorin's artificial colloids will perfectly complement Fresenius Kabi's product range. With these products, we will enter the Japanese blood-volume replacement market for the first time. We believe that the high medical benefits and the strong patient safety profile of HES products offer excellent growth opportunities in this attractive market segment", said Mats Henriksson, President of Fresenius Kabi's Asia-Pacific region.
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About Kyorin
Kyorin is a pharmaceutical company with a long-standing tradition in healthcare. The company is focused on the marketing and sale of drugs for respiratory, otolaryngologic (ear, nose and throat medicine) and urologic diseases.
As of March 31, 2006 (end of the fiscal year), Kyorin Pharmaceutical Co. Ltd. achieved sales of 67.4 bn JPY (approximately € 440 million) and employed 1,502 people worldwide. Kyorin Pharmaceutical Co., Ltd. is a 100% subsidiary of Kyorin Co. Ltd. Kyorin Co. Ltd. is listed on the Tokyo Stock Exchange.
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 Kabi, a subsidiary of Fresenius SE, has reached an agreement to acquire Nestlé's enteral nutrition businesses in France (Novartis Nutrition S.A.S.) and in Spain (Nestlé Healthcare Nutrition Spain). With this acquisition, Fresenius Kabi strengthens its fast-growing segment Clinical Nutrition and significantly expands its market position in France and Spain.
Novartis Nutrition holds a leading position on the French enteral nutrition market and offers a comprehensive portfolio of sip and tube feeds and corresponding medical devices. With this acquisition, Fresenius Kabi will significantly improve its market position and will become the second largest provider of enteral nutrition products in France.
Nestlé Healthcare Nutrition Spain has successfully established itself as a renowned provider of enteral nutrition products in the Spanish market during the last few years. The acquisition will provide Fresenius Kabi with access to the Spanish enteral nutrition market.
In 2007, the businesses are projected to achieve combined sales of approximately € 55 million.
The European Commission made the divestiture of the businesses a condition in connection with Nestlé's acquisition of the worldwide clinical nutrition business of Novartis. Completion of the transaction was subject to both the approval of the European Commission and consultation and information of employees' representatives in France and Spain, all of which have now been satisfactorily completed.
The parties agreed not to disclose the purchase price.
The transaction is expected to close in 2007.
Clinical Nutrition:
In clinical nutrition Fresenius Kabi provides parenteral nutrition (administered intravenously) and enteral nutrition (administered as sip or tube feed via the gastrointestinal tract) as well as nutrition pumps and infusion disposables.
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 Kabi, a subsidiary of Fresenius SE, has reached an agreement to acquire the Chilean company Laboratorio Sanderson S.A. Sanderson is the Chilean market leader in intravenously administered generic drugs (I.V. drugs) and infusion solutions.
Fresenius Kabi already holds the leading market position in blood volume replacement solutions, intravenous anesthesia, and parenteral nutrition in Chile. Sanderson offers a high-quality range of antibiotics, analgesics, anesthetics and infusion solutions in Chile and other Latin American countries.
Through the acquisition Fresenius Kabi significantly expands its local product range and will become the leading infusion therapy provider in the Chilean hospital market. At the same time, Sanderson's product line, which is approved in Latin America, provides further excellent growth opportunities. The company's state-of-the-art production unit in Santiago de Chile facilitates Fresenius Kabi's product program rollout and its expansion into other Latin American countries.
Sanderson is privately-held and employs about 375 people in Chile and its subsidiary in Peru. It expects sales of € 19 million in 2007.
The acquisition is expected to close in January 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.
Fresenius Kabi, a subsidiary of Fresenius SE, has reached an agreement to acquire the Italian company Ribbon S.r.L. Ribbon is a leading European manufacturer of the antibiotic agent classes cephalosporines and penicillines with two state-of-the-art production facilities in northern Italy.
In the field of intravenously administered drugs (I.V. drugs) Fresenius Kabi offers, among others, a comprehensive range of products with the antibiotic agents cephalosporines and penicillines. With the acquisition of Ribbon, Fresenius Kabi becomes one of the few I.V. drug suppliers globally who have know-how and manufacturing expertise along the entire pharmaceutical value chain. The acquisition is a further step in the company's generic I.V. drug growth plan and significantly strengthens Fresenius Kabi's market position. At the same time, the company is ensuring its own supply of high-quality active agents for its antibiotic products.
Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius SE: "With the acquisition of Sanderson in Chile announced last week and today's acquisition of Ribbon we continue our Fresenius Kabi growth strategy. Sanderson provides an excellent platform for further expansion in Latin America. The Ribbon acquisition strengthens our position in the intravenously administered drug market and is an important step towards achieving quality and cost leadership in this product segment."
Ribbon is headquartered in Milan and has about 130 associates. The company is privately-held and expects sales of approximately € 54 million in 2007.
The transaction is expected to close in January 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.
Fresenius Kabi AG, a subsidiary of Fresenius AG, today announced an agreement to acquire Labesfal – Laboratório de Especialidades Farmacêuticas Almiro S.A. The company is headquartered in Campo de Besteiros in central Portugal and offers intravenously administered drugs (I.V. drugs) for the domestic market. This acquisition will significantly expand the I.V. drug portfolio of Fresenius Kabi, the European market leader in infusion and nutrition therapy. Fresenius Kabi plans to introduce Labesfal's products throughout Europe. The acquisition is an important step in the company's growth strategy. "We have announced in the past that we intend to expand the I.V. drug business of Fresenius Kabi. The purchase of Labesfal offers excellent growth opportunities in this attractive market segment," said Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius AG.
Privately-owned Labesfal ranks among the 10 most successful companies in Portugal. In 2004, the company achieved sales of € 56 million and employed approximately 320 people. The acquisition will be accretive to Fresenius Kabi's earnings in the first year and will lead to a further improvement in the EBIT margin of the company. Labesfal holds an excellent position on the Portuguese hospital market with a comprehensive product portfolio of generic I.V. drugs such as antibiotics, analgesics and local anesthetics as well as for treating gastrointestinal diseases.
Labesfal's state-of-the-art production site in Campo de Besteiros has adequate capacity for international expansion. For 2005, Fresenius Kabi plans to establish a competence center for the production of I.V. drugs at this location. The company has significant know-how in the production of sterile infusion solutions.
Fresenius Kabi is a leader in the development, production and distribution of infusion therapy products for hospitals. Labesfal is an excellent fit in this segment. Fresenius Kabi plans to use its existing sales and marketing network to introduce Labesfal's I.V. drug products to the European market. The products are expected to receive European regulatory approval within the next two years. Fresenius Kabi estimates the market size of the European hospital market for the I.V. drugs portfolio of Labesfal at € 1.2 billion*.
The former owner of Labesfal, Joaquim Coimbra, will become Chairman of the newly-created advisory board of the company. The management team will in-clude current Labesfal management and local Fresenius Kabi executives.
The acquisition requires the approval of Portuguese antitrust authorities.
* Source: Fresenius Kabi Internal Research
Conference Call
A conference call to inform about the acquisition will be held on January 7, 2005 at 1 p.m. CET. All investors are cordially invited to follow the conference call in a live broadcast over the Internet at www.fresenius-ag.com / Investor Relations / Presentations.
A replay of the call will be available on our website shortly after the call.
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 Kabi, a subsidiary of Fresenius AG, will further expand its position in China by increasing its 65 % stake in the Beijing Fresenius Kabi Pharmaceutical Co., Ltd. (BFP) joint venture to 100 %. Fresenius Kabi will acquire a 35 % stake currently owned by pharmaceutical company Beijing Double Crane Pharmaceutical Co., Ltd.
BFP has about 330 employees and achieved revenue of € 37.4 million in 2004. The company, which was founded in 1994, produces infusion solutions as well as intravenously administered drugs and is one of the most successful Fresenius Kabi subsidiaries in the Asia-Pacific region. Two BFP products – blood-volume substitute HAES-steril and Propofol Fresenius – count among the top seven market launches in China by foreign companies in recent years.
In addition to BFP, Fresenius Kabi has been active in China with a second joint venture, the Sino Swed Pharmaceutical Co. Ltd. (SSPC), since 1999. SSPC had 2004 revenue of about € 56 million and employs about 840 people. The company produces infusion solutions for clinical nutrition. Fresenius Kabi is the market leader in this segment in China with a 24 % market share. The SSPC plant in Wuxi in Southeast China has some of the highest quality standards for pharmaceutical production in the country.
Fresenius Kabi will also establish a holding company which will improve the coordination of the existing operations in China. This will strengthen Fresenius Kabi's Chinese activities and allow it to better react to the opportunities presented by a dynamically developing Chinese health care market. The new structure still requires the approval of Chinese authorities.
Fresenius Kabi has achieved double-digit growth in the Chinese market for several years and is the fifth-largest international pharmaceutical company in the country. In 2004, revenue in China grew to € 97 million with organic growth of 25 %.
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius Kabi AG, a subsidiary of Fresenius AG, today announced that it has closed the acquisition of Labesfal – Laboratório de Especialidades Farmacêuticas Almiro S.A. Labesfal achieved sales of € 56 million in 2004 and employs approximately 320 people. Fresenius Kabi signed the agreement to acquire Labesfal in January 2005.
Labesfal
Labesfal is headquartered in Campo de Besteiros in central Portugal and offers intravenously administered drugs (I.V. drugs) for the domestic market. The acquisition will significantly expand the I.V. drug portfolio of Fresenius Kabi, the European market leader in infusion and nutrition therapy.
Fresenius Kabi
Fresenius Kabi offers infusion therapies and clinical nutrition for seriously and chronically ill patients in the hospital and out-patient environment. The company is also a leading provider of transfusion technology products.
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius Kabi has formed a joint venture with PT Soho Global Health, a leading Indonesian pharmaceutical company, acquiring a 51 percent stake in its PT Ethica Industri Farmasi (EIP) subsidiary. This joint venture will focus on I.V. generic drugs and infusion solutions, and make Fresenius Kabi the market leader in I.V. generics in Indonesia.
Founded in 1946, EIP was the first manufacturer of injectable drugs in Indonesia. The company has a broad product portfolio and extensive experience and expertise in the production and marketing of generic drugs in the Indonesian market. EIP operates a production plant in Jakarta. The product portfolio of the future joint venture generated sales of more than €40 million last year.
Demand for health care in Indonesia has been growing steadily and is expected to accelerate in the coming years due to the implementation of a universal health care program, starting in 2014. As a result, almost the entire Indonesian population, about 245 million, is set to have access to modern health care by 2019¹, with the country's pharmaceutical market expected to double to €7.1 billion by 2018². The joint venture therefore provides an attractive platform for Fresenius Kabi's future growth in one of the fastest-growing emerging economies in Southeast Asia.
"Entering the joint venture brings us valuable local manufacturing capabilities and a strong market presence to provide patients and health care professionals in Indonesia with immediate access to high quality, affordable drugs," said Mats Henriksson, Chairman of the Management Board of Fresenius Kabi. "At the same time, we will establish a strong hub for further expanding our business in the Southeast Asian region. Our partner has many years of experience and a very good reputation serving the Indonesian health care market."
Tan Eng Liang, President Commissioner of PT Soho Global Health, said: "We are excited to be cooperating with Fresenius Kabi, because of the perfect fit between the companies. This joint venture gives us the possibility of strengthening our leading position in our home market as well as capturing the growth opportunities in the region in a fast and sustainable way. Together, we can boost the product pipeline with numerous launches in 2014 and beyond."
The parties agreed not to disclose the purchase price. Closing of the transaction is expected in the third quarter of 2013.
¹ Source: Ministry of Health, Republic of Indonesia, 2012
² IMS Market Prognosis Sep 2012, Dataview Date © IMS HEALTH
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.