RHÖN-KLINIKUM AG | 05/28/2012

Statement of the Board of RHÖN-KLINIKUM AG pursuant to § 27 WpÜG

  • The board agrees with the strategic rationale of the offer submitted by Fresenius
  • Agreement in Principle secures the interests of the employees
  • The board recommends to accept the offer 

The management board of RHÖN-KLINIKUM AG today issued its statement in accordance with section 27 of the German Securities Acquisition and Takeover Act (WpÜG) to the voluntary public tender offer of FPS Beteiligungs AG, a subsidiary of Fresenius SE & Co. KGaA, that had been published on 18 May 2012. After due and careful consideration, the management board recommends to the shareholders of RHÖN-KINIKUM AG the acceptance of the offer.

"We share the view on the strategic rationale of the combination of two large private hospital operators. In case of a successful tender offer and a combination of RHÖN-KLINIKUM and the Helios hospitals that form part of the Fresenius group would create the largest private hospital operator in Europe. About 75 per cent of the population in Germany could reach a hospital of the combined group's network within one hour", said Wolfgang Pföhler, the CEO of RHÖN-KLINIKUM AG. "The offer price for the shares is appropriate. Furthermore, the Agreement in Principle which we concluded with Fresenius secures the legitimate interests of our employees."

The Agreement in Principle which the management boards of RHÖN-KLINIKUM AG and Fresenius agreed upon on 24 May 2012 provides that the employees of RHÖN-KLINIKUM AG and Helios Kliniken are being treated consistently fair and equal, in the event of a combination of the two companies. In addition, material negative changes of the work conditions for the employees have been excluded. Furthermore, the headquarters of RHÖN-KLINIKUM AG in Bad Neustadt shall be given an appropriate alternative use in the new joint company, if the combination should occur. The interests of the employees of RHÖN-KLINIKUM shall be secured in addition by way of a so-called "Business Integration Committee" consisting of two representatives of each of RHÖN-KLINIKUM and Fresenius and which would assist in the possible integration of the two enterprises.

The management board of RHÖN-KLINIKUM AG is of the view that a combination of RHÖN-KLINIKUM and Helios would offer new possibilities for building and extending healthcare structures beyond sector barriers. This would mean material steps on the way to implementing the model of a nationwide integrated medicare system.

After due and careful consideration of the overall situation, and in particular also of the takeover premium, the management board of RHÖN-KLINIKUM AG concluded that the offer price of the bidder is altogether appropriate. This assessment is supported by the independent fairness opinions of Berenberg Bank and Morgan Stanley, both of which concluded that the offer price is appropriate. As a result, the management board came to the unanimous decision to recommend to the shareholders of RHÖN-KLINIKUM AG the acceptance of the offer.

The offer of FPS Beteiligungs AG must be accepted by at least 90 per cent plus one share of the subscribed share capital of of RHÖN-KLINIKUM AG until the end of the acceptance period which runs until 27 June 2012. The execution of the offer is also subject to the approval by the cartel authorities. Furthermore, the the general shareholders' meeting on 13 June 2012 must not resolve upon a dividend payment for fiscal year 2011 of more than 0.45 € per share.

The statement emphasizes that the minimum acceptance threshold of 90 per cent plus one share is a high hurdle. It cannot be excluded that the offer may be unsuccessful due to this minimum acceptance threshold.

The statement and any additional statements on potential changes of the offer will be published in the Internet on the website of RHÖN-KLINIKUM AG on as specified in sections 27 para. 3, 14 para. 3 sentence 1 WpÜG.