Asklepios and RHÖN-KLINIKUM founder join forces: Agreement on joint venture and takeover offer for RHÖN-KLINIKUM AG
• Company founder Eugen Münch and Asklepios pool their combined shareholding totaling almost 50% of RHÖN-KLINIKUM AG in a joint venture
• Announcement of takeover offer by Asklepios to all remaining shareholders of RHÖN-KLINIKUM AG with a cash offer price of € 18.00 per RHÖN-share
• Following completion of the transaction, the two partners aim to acquire the majority of voting rights in RHÖN-KLINIKUM AG
• Eugen Münch, founder and Chairman of the Supervisory Board of RHÖN-KLINIKUM AG: “We are joining forces with the shared goal of realizing our vision for healthcare in Germany under the umbrella of an Asklepios/ RHÖN group”
• Dr. Bernard große Broermann, founder and sole shareholder of Asklepios: “Today’s agreement marks a milestone for the future of healthcare in Germany”
The Asklepios and RHÖN hospital groups are joining forces for a successful shared future: Asklepios and RHÖN founder Eugen Münch, together with Ingeborg Münch and HCM SE, an investment firm owned by Mr. and Mrs. Münch (together “Münch”), today entered into a comprehensive agreement to reorganize the shareholder structure of RHÖN-KLINIKUM AG (“RHÖN”). The shares in RHÖN held by Münch and Asklepios will be pooled in a newly established joint venture company. Münch is contributing approximately 7.6% of RHÖN shares directly to the joint venture and is selling approximately 12.4% of RHÖN shares to Asklepios, which is contributing these shares to the joint venture together with the RHÖN shares already held. By signing the purchase agreement for the RHÖN shares, Asklepios also announces a voluntary public takeover offer for all outstanding shares in RHÖN-KLINIKUM AG (ISIN: DE0007042301). Asklepios intends to offer cash consideration in the amount of €18.00 per RHÖN-share. The RHÖN shares acquired by Asklepios as part of this takeover offer are also to be contributed to the joint venture. The joint venture will hold at least approximately 49% of RHÖN-shares after completion of the transaction.
“We are joining forces with the shared goal of realizing our vision for healthcare in Germany under the umbrella the group Asklepios/ RHÖN,” said Eugen Münch, RHÖN founder and Chairman of the Supervisory Board. “Along with the sector as a whole, the company is facing major regulatory and demographic challenges. We must act now to resolve the deadlock among the company’s owners and give RÖHN some much-needed new momentum. The cooperation with Asklepios will create new opportunities for us to stabilize our long-term earnings potential and performance in a difficult market environment. Together, we will be able to realize our vision for RHÖN and make an even greater contribution to medical progress and healthcare excellence in Germany.”
Dr. Bernard große Broermann, founder and sole shareholder of Asklepios, said: “Today’s agreement marks a milestone for the future of healthcare in Germany. Two visionary pioneers in healthcare – both of which have individually been instrumental in opening up and modernizing the German hospital landscape – move together. We are looking forward to securing the future of world-class medical care in Germany and leading the charge on new healthcare models from under one roof.”
The takeover offer will not feature any minimum acceptance threshold and will solely be subject to merger control clearance by the German Bundeskartellamt. The transaction is expected to be completed in the second quarter of 2020, pending merger control clearance. RHÖN is to remain an independent company also following completion of the transaction.
Both RHÖN and Asklepios are private hospital groups that operate healthcare facilities across Germany. Asklepios has been a major shareholder of RHÖN since 2012. As leading operator of healthcare facilities in Germany, Asklepios has clearly demonstrated its ability in recent decades to combine large-scale regional structures as well as operate efficiently and successfully in a highly challenging regulatory environment. RHÖN will be able to benefit from this expertise. For its part, RHÖN has established its “campus concept” as a forward-looking model for integrated, digitally networked health services. Under a single roof, it will be possible to pool this complementary know-how and pursue the full economic benefits offered by digitalization. This opens the way for true network medicine. It will also be possible to combine forces in the onward evolution of trailblazing healthcare approaches such as holistic prevention and capitation models. In addition, RHÖN will bring one of Germany’s major research and teaching hospitals – University Hospital Giessen-Marburg – to the Asklepios Group.
“Today’s agreement reinforces Asklepios’s strong position in the German hospital market. The alliance with the Münch family is consistent with our long-term goal of becoming an integrated healthcare provider. In particular, a cooperation with a major university clinic affording access to the latest medical research opens up a new arena, as do the campus models established by Eugen Münch,” said Kai Hankeln, CEO of Asklepios. “At the same time, we will have greater scope to positively help shape RHÖN’s forward development. We are convinced that we can further build on RHÖN’s potential for the benefit of patients and the workforce. We are especially pleased that Eugen Münch will continue to play a central role at RHÖN and help drive forward the development of the strategic vision for RHÖN.”
Asklepios CFO Hafid Rifi said of today’s decision: “The takeover of RHÖN shares and the joint venture with Eugen Münch will strengthen the competitive position of the group with Asklepios/ RHÖN over the long term. The step is soundly financed. Together, we have the stable lineup it takes to meet increasingly stringent regulatory requirements while having the resources to invest in essential medical advances.”
The details as well as the terms and conditions of the takeover offer will be published in the offer document. Publication of the offer document is subject to clearance by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Once publication has been cleared by BaFin, the offer document will be published in accordance with the rules of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the acceptance period for the takeover offer will begin. The offer document and further information on the takeover offer will be published on the following website: www.zukunft-fuer-spitzenmedizin.de
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About Asklepios
Asklepios Kliniken is one of the leading private operators of hospitals and healthcare facilities in Germany. The hospital group stands for highly qualified care for its patients, with a clear commitment to medical quality, innovation and social responsibility. On this basis, Asklepios has been developing dynamically since it was founded over 35 years ago. The Group currently has around 170 healthcare facilities throughout Germany. These include acute care hospitals of all different care levels, university hospitals, specialist clinics, psychiatric facilities, forensic institutions, rehabilitation clinics, nursing homes and medical centres. In the 2021 financial year, over 3.5 million patients were treated at the Asklepios Group’s facilities. The company has more than 67,000 employees.
Important notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Rhön Klinikum AG (“Rhön Shares”). The terms and further provisions regarding the Offer by Asklepios Kliniken GmbH & Co. KGaA (“Asklepios”), to the shareholders of Rhön Klinikum AG (“Rhön”) will be set forth in the offer document once published. Holders of Rhön Shares are strongly recommended to read the offer document after its publication and to seek independent advice, where appropriate, in relation to the matters included therein.
The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany and Switzerland may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.
The Offer is made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 (the “Exchange Act”) and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance with German market practice, Asklepios or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Rhön Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Rhön Shares, other than pursuant to the Offer, before, during or after the period in which the Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions.
This announcement may contain statements about Asklepios and/or its subsidiaries (together the “Asklepios Group”) or Rhön and/or its subsidiaries (together the “Rhön Group”) that are or may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Asklepios cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the health sector in which Asklepios Group and Rhön Group operate and the outcome or impact of the acquisition and related matters on Asklepios Group and/or Rhön Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, Asklepios does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.