On May 26, 2020, Asklepios Kliniken GmbH & Co. KGaA obtained approval from the Bundeskartellamt to pool the joint shares in RHÖN-KLINIKUM AG (RKA) held with RHÖN founder Eugen Münch in a joint venture and for the voluntary public takeover offer for all outstanding shares in RKA. Approval was granted in the first investigation phase, without conditions or requirements.
“The fact that the Bundeskartellamt gave its approval at such an early stage despite the exceptional situation due to the corona pandemic is an important milestone for our partnership with RHÖN founder Eugen Münch and for RHÖN’s future,” said Kai Hankeln, CEO of Asklepios Group. “On completion of the voluntary takeover offer, we can start straightaway with making our vision for healthcare in Germany a reality. This will benefit the hospitals under the auspices of the Asklepios/RHÖN Group, their workforces and, in particular, their patients.”
Eugen Münch, RHÖN’s founder and Chairman of the Supervisory Board, added, “In the present situation, RHÖN is facing major challenges along with the sector as a whole. The cooperation with Asklepios resolves the deadlock among RHÖN’s shareholders and generates important new impetus. Together with Asklepios, we can stabilize RHÖN’s long-term earnings potential and performance in a difficult market environment. The approval now granted by the Bundeskartellamt sends a clear message. The Asklepios/RHÖN Group secures our company’s future.”
At the end of February, Asklepios and Eugen Münch had announced their decision to pool their shares in RKA in a joint venture. Münch is contributing approximately 7.6% of RHÖN shares to the joint venture through HCM SE, which he controls, and is, together with his wife, selling approximately 12.4% of RHÖN shares to Asklepios, which will likewise contribute these shares to the joint venture. Asklepios published the offer document for the voluntary public takeover offer to all RKA shareholders on April 8, 2020. Approval of the transaction by the Bundeskartellamt means that the condition precedent is satisfied for the joint venture and for completion of the offer, which is not subject to a minimum acceptance threshold.
Even before commencement of the offer phase, the Asklepios-Münch joint venture already secured – subject to Bundeskartellamt approval – a voting rights majority in RHÖN of just over 50%. Due to the decision of RHÖN’s Board of Management to convene an extraordinary general meeting, the acceptance period for the takeover offer is expected to run to June 17, 2020.
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.