Asklepios Kliniken GmbH & Co. KGaA (“Asklepios” or the “Bidder”) today published the offer document for its voluntary public takeover offer for all no-par-value bearer shares in RHÖN-KLINIKUM AG (ISIN: DE0007042301).
From today, shareholders in RHÖN-KLINIKUM AG (“RHÖN”) may tender their shares to Asklepios under the offer at a price of €18.00 per share. RHÖN shareholders who wish to accept the offer should contact their custodian bank or the securities services provider with which their RHÖN shares are held in custody. The acceptance period ends at midnight (CEST) on May 6, 2020 (subject to any extensions in accordance with applicable law).
The price per share of €18.00 in cash corresponds to the price agreed with Eugen Münch and Ingeborg Münch in the purchase agreement dated February 28, 2020. Under that purchase agreement, Mr. and Mrs. Münch have sold their RHÖN shares (a holding of approximately 12.4%) to Asklepios subject to the condition precedent of antitrust clearance. In addition, Asklepios and HCM SE, which is controlled by Eugen Münch, entered into an agreement on February 28, 2020 under which Asklepios and HCM SE will transfer to a joint venture all RHÖN shares held by them once antitrust clearance has been granted.
The purchase agreement entered into with Mr. and Mrs. Münch and the acquisition, subject to conditions precedent, of a further block of shares from the Münch Foundation on March 1, 2020 mean that the Asklepios-Münch joint venture has already secured just over 50% of the share capital in RHÖN-KLINIKUM AG. Completion of the takeover offer is subject to antitrust clearance from the Bundeskartellamt (German Federal Cartel Office) only, and not subject to a minimum acceptance threshold, as explained in greater detail in the offer document.
“The health sector faces major challenges, and not just since the corona crisis. But at the latest since the pandemic arrived in Germany, everyone understands what is at stake, namely the health of each and every individual. It is in an effort to safeguard this for the long term that Asklepios and Rhön-Klinikum are joining forces,” said Kai Hankeln, CEO of Asklepios. “Our offer shows that Asklepios and RHÖN share the same vision and together have a clear-cut roadmap for the future of the company and of German healthcare. The corona crisis in particular proves that rapid response capability and strength in implementation are invaluable. Asklepios and RHÖN will work together to further enhance the operational excellence of both organizations.”
Publication of the offer document has been approved by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The offer document is available in German and in the form of a non-binding English translation at https://zukunft-fuer-spitzenmedizin.de.
Copies of the offer document and of the non-binding English translation are also available free of charge from the settlement agent for the offer, BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, D-60327 Frankfurt am Main (inquiries by fax to +49 69 1520 5277 or by e-mail to firstname.lastname@example.org).
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 grown dynamically since it was founded almost 35 years ago. The Group currently has around 160 healthcare facilities throughout Germany, including acute care hospitals for all levels of care, specialist clinics, psychiatric and forensic facilities, rehabilitation clinics, nursing homes and medical service centres. In the 2019 financial year, 2.5 million patients were treated at the Asklepios Group’s facilities. The company has more than 49,000 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”) are set forth in the offer document. Holders of Rhön shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, regarding the matters contained 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.