Fresenius SE & Co. KGaA / Key word(s): Mergers & Acquisitions 13.09.2013 00:52 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Fresenius Helios acquires 43 hospitals from Rhön-Klinikum AG The acquisition will make Fresenius Helios the largest private hospital operator in Europe, with 117 hospitals across Germany and nearly EUR5.5 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 EUR2 billion and an EBITDA of approximately EUR250 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 this 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. The acquisition will create substantial cost synergies totalling approximately EUR85 million before tax from 2015 onwards. These synergies will be achieved, for instance, by bundling procurement. 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 EUR3.07 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 EUR80 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. *pro forma 2013 Fresenius SE & Co. KGaA, represented by Fresenius Management SE, Board of Management Bad Homburg v.d.H., September 13, 2013 End of note 13.09.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- 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: [email protected] 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 ---------------------------------------------------------------------------