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RHÖN-KLINIKUM AG | 10/15/2014

RHÖN-KLINIKUM AG commences public offer to buy back shares

  • RHÖN-KLINIKUM AG commences public offer to buy back shares with a volume of up to EURO 1.66 billion
  • Buy-back of up to 47.6 percent of current share capital
  • Disbursing most of the proceeds from the sales transaction by means of tradable put options to limit the impact on share price

Following completion of the sale of 40 hospitals to Fresenius / Helios and registration of the resolution adopted by the Annual General Meeting (AGM) on June 12, 2014, to lower the capital, RHÖN KLINIKUM AG expects to carry out the share buy-back required to lower the share capital from October 16 to November 14, 2014. With the share buy-back and a disbursement volume of up to EURO 1.66 billion the company commences the process of distributing most of the sales proceeds to the shareholders who then have the possibility within the share buy-back to offer the shares they hold to the company in a public purchase offer outside the stock exchange. Should shareholders not wish to participate in the share buy-back, they can sell their put options. Shareholders can also acquire additional put options if they wish to offer more shares.

With the consent of the supervisory board's audit committee, the board of management of the company resolved yesterday to determine the offer price for the public purchase offer at EURO 25.18 per share. The time limit for acceptance ends on November 14, 2014, unless it is extended.

"The tradable put options give all our investors the freedom to act as they wish whether they intend to offer their shares to the company at the modified framework conditions or continue to invest them. This is the first time in Germany that this financial instrument is used in this way," explained Jens Peter Neumann, CFO of RHÖN-KLINIKUM AG. "We decided to distribute the sales proceeds via share buy-back because this instrument allows the sales proceeds to be disbursed in a manner that limits the impact on the share price, thus benefiting our shareholders," Neumann continued. Furthermore the capital decrease associated with the buy-back also reflects the smaller structure of RHÖN-KLINIKUM AG and thus creates a strong financial basis for the company. The share buy-back is being managed by Baader Bank AG.

Neumann pointed out that the cancellation of up to 47.6 percent of the shares in connection with the offer will possibly also lead to a different shareholder structure. "A possible re-concentration of shareholders also represents the new era into which we are moving with a uniform portfolio of ten hospitals and a clear strategy: focussing on cutting-edge medical care and occupying a leading position in an attractive segment of the hospital market," Neumann continued. RHÖN-KLINIKUM AG is still strong enough to play an important role in a competitive market and be successful as an independent company, placing an emphasis on both internal growth and acquisitions if they fit the business model.

All the details of the public buy-back offer can be found in the company's offer documentation published in the Federal Gazette (www.bundesanzeiger.de) as well as on the company's website in both English and German together with further information (German version:www.rhoen-klinikum-ag.com/aktie; English version: www.rhoen-klinikum-ag.com/share).