Asklepios Kliniken GmbH & Co KGaA has acquired a further block of shares representing approx. 1.08% of voting rights in RHÖN-KLINIKUM AG at a price of €18.00. The purchase agreement, like the voluntary public takeover offer for RHÖN-KLINIKUM AG (“RHÖN”), is solely subject to merger control clearance, which is expected to be granted in the second quarter of 2020. Together with the approximately 49% of RHÖN shares to be contributed by Asklepios and Münch under the joint venture agreement, the joint venture with RHÖN founder Eugen Münch has thus already secured just over a 50% voting rights majority in RHÖN before the the voluntary public takeover offer commences.
Last Friday, Asklepios and RHÖN hospital groups announced that they are joining forces for a successful shared future: Asklepios and RHÖN founder Eugen Münch, together with Ingeborg Münch and HCM SE, an investment company owned by Mr. and Mrs. Münch (together “Münch”), entered into a comprehensive agreement to reorganize the shareholder structure of RHÖN-KLINIKUM AG. Subject to merger control clearance, the shares in RHÖN held by Münch and Asklepios are to be pooled in a newly established joint venture company. Also on Friday and in the same connection, Asklepios announced 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. All RHÖN shares acquired by Asklepios as part of this takeover offer are also to be contributed to the joint venture. RHÖN is to remain an independent company following completion of the transaction.
The healthcare group Asklepios Kliniken is among the leading private operators of hospitals and healthcare facilities in Germany. The hospital group stands for highly professional care of its patients with a clear commitment to medical quality, innovation and social responsibility. On this basis, Asklepios has been developing dynamically ever since it was founded nearly 35 years ago. The group currently has 160 healthcare facilities across Germany. Its facilities include acute hospitals providing all levels of care, specialist clinics, psychiatric and forensic facilities, rehabilitation clinics, nursing homes and medical centres. In the 2018 financial year, 2.3 million patients were treated in the Asklepios Group’s facilities. The company has more than 47,000 employees.
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.