Fresenius SE & Co. KGaA

M&A Activity • Apr 26, 2012

News Details

Ad-hoc | 26 April 2012 08:53

Fresenius SE & Co. KGaA: Fresenius announces plan to acquire all outstanding shares of RHÖN-KLINIKUM Aktiengesellschaft, raises 2012 outlook

Fresenius SE & Co. KGaA / Key word(s): Offer/Preliminary Results

26.04.2012 08:53

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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Fresenius announces plan to acquire all outstanding shares of
RHÖN-KLINIKUM Aktiengesellschaft, raises 2012 outlook

• Fresenius intends to combine Rhön-Klinikum AG with HELIOS

• Creating Germany's largest private hospital operator, with
  approximately EUR6 billion* in sales and substantial cost and growth
  synergies

• Fresenius' proposal of EUR22.50 per share in cash is contingent upon a
  minimum acceptance threshold of 90% +1 share

• Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time
  Management Board and Supervisory Board Chairman) supports the
  transaction

Fresenius announced today its intention to make a voluntary public takeover
offer to Rhön-Klinikum AG shareholders of EUR22.50 per share in cash. The
total purchase price for all outstanding shares in the company is
approximately EUR3.1 billion. The offer, representing a premium of 52% on
Rhön-Klinikum AG's closing share price on April 25, 2012 and of 53% on the
share's volume weighted average trading price over the last three months
(XETRA), is contingent upon a minimum acceptance threshold of 90% +1 share
of Rhön-Klinikum AG's share capital at the end of the offer period and on
antitrust approval.

Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time
Management Board and Supervisory Board Chairman) supports the transaction.
He declared that he and his wife will accept the offer and tender all their
shares, representing 12.45% of Rhön-Klinikum AG's share capital. Eugen
Münch will also recommend acceptance of the offer to other Rhön-Klinikum AG
shareholders.

Rhön-Klinikum AG is one of Germany's largest private hospital operators,
with reported sales of EUR2.6 billion and net income of EUR161 million in
2011. Rhön-Klinikum AG has 53 hospitals with a total of approximately
16,000 beds, as well as 39 health care centers, and treated nearly 2.3
million patients last year.

The transaction is expected to be accretive to Group net income and
slightly dilutive to EPS in the first year after closing, and to be
slightly accretive to EPS in the second year.

The company intends to finance the acquisition through a syndicated loan, a
bond issue, and through equity instruments in an amount of up to EUR1
billion. The Else Kröner-Fresenius-Foundation has notified us of its
intention to participate in the contemplated equity financing with a high
double-digit EURO million amount. Financing through shares in Fresenius
Medical Care is ruled out. Financing commitments for the total amount have
been received from Deutsche Bank, J.P. Morgan, Société Générale, Credit
Suisse and UniCredit.

Excellent start into the year − Fresenius raises 2012 outlook

Based on preliminary figures, Fresenius achieved excellent financial
results in the first quarter of 2012:

Group sales** increased by 13% (10% in constant currency) to EUR4,419
million (Q1 2011: EUR3,923 million). Group EBIT rose by 15% (12% in
constant currency) to EUR661 million (Q1 2011: EUR575 million). Group net
income*** grew by 18% (15% in constant currency) to EUR200 million (Q1
2011: EUR170 million). Including an investment gain at Fresenius Medical
Care, net income increased to EUR230 million.

Based on the Group's excellent financial results in the first quarter of
2012, Fresenius raises its guidance. For 2012, Fresenius now expects net
income*** growth of 12% to 15% in constant currency. Previously, the
company expected net income growth of 8% to 11%. Sales** growth of 10% to
13% in constant currency is now projected at the upper end of the targeted
range.

The final figures for the first quarter of 2012 will be provided on May 3,
2012, as originally scheduled.

* Pro forma 2012
** Previous year's sales were adjusted according to a U.S. GAAP accounting
change applicable as of 2012. The sales adjustment of -EUR39 million in Q1
2011 and of -EUR161 million for the full year 2011 relate to Fresenius
Medical Care.
*** Net income attributable to shareholders of Fresenius SE & Co. KGaA -
adjusted for an investment gain of EUR30 million at Fresenius Medical Care;
2011 adjusted for the effects of mark-to-market accounting of the Mandatory
Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR).

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of RHÖN-KLINIKUM Aktiengesellschaft. The definite
terms and conditions of the Takeover Offer, as well as further provisions
concerning the Takeover Offer, will be published in the offer document only
after the German Federal Financial Supervisory Authority has granted
permission to publish the offer document. Investors and holders of shares
in RHÖN-KLINIKUM Aktiengesellschaft are strongly advised to read the offer
document and all other relevant documents regarding the Takeover Offer when
they become available, since they will contain important information.

Fresenius SE & Co. KGaA,
represented by Fresenius Management SE,
Board of Management

Bad Homburg v.d.H., April 26, 2012

End of note

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Language: English
Company: Fresenius SE & Co. KGaA
Else-Kröner-Straße 1
61352 Bad Homburg v.d.H.
Germany
Phone: +49 (0)6172 608-2485
Fax: +49 (0)6172 608-2488
E-mail: ir-fre@fresenius.com
Internet: www.fresenius.com
ISIN: DE0005785604
WKN: 578560
Indices: DAX
Listed: Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard),
München; Freiverkehr in Berlin, Hamburg, Hannover, Stuttgart;
Terminbörse EUREX

End of Announcement DGAP News-Service

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