February 27, 2017
London, UK
Morgan Stanley – European MedTech & Services Conference
Fresenius Helios closed its €5.76 billion acquisition of IDC Salud Holding S.L.U. (”Quirónsalud”) today, as planned. Quirónsalud will be consolidated as of February 1, 2017.
Of the total purchase price for Spain’s largest private hospital operator, €5.36 billion had already been debt-financed. The balance of €400 million was paid in the form of 6,108,176 new Fresenius shares issued today from authorized capital excluding subscription rights.
Quirónsalud’s network is comprised of 43 hospitals, 39 outpatient centers and about 300 Occupational Risk Prevention centers located in all economically important areas of Spain. The company has about 35,000 employees and offers the full spectrum of inpatient and outpatient care. With the acquisition, Fresenius Helios strengthens its position as Europe’s largest private hospital operator.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
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Quirónsalud is Spain’s largest hospital operator. Shown here is the Hospital Universitario Quirónsalud Madrid. (Photo: Quirónsalud) Download Image (JPG 78 KB) -
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Shown here is the Hospital Quirónsalud Bizkaia. Download Image (JPG 534 KB) -
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Quirónsalud offers the full spectrum of inpatient and outpatient care. (Photo: Quirónsalud) Download Image (JPG 312 KB)
Fresenius Helios closed its €5.76 billion acquisition of IDC Salud Holding S.L.U. (”Quirónsalud”) today, as planned. Quirónsalud will be consolidated as of February 1, 2017.
Of the total purchase price for Spain’s largest private hospital operator, €5.36 billion had already been debt-financed. The balance of €400 million was paid in the form of 6,108,176 new Fresenius shares issued today from authorized capital excluding subscription rights.
Quirónsalud’s network is comprised of 43 hospitals, 39 outpatient centers and about 300 Occupational Risk Prevention centers located in all economically important areas of Spain. The company has about 35,000 employees and offers the full spectrum of inpatient and outpatient care. With the acquisition, Fresenius Helios strengthens its position as Europe’s largest private hospital operator.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius Medical Care Holdings, Inc. (the “Company”), the North American subsidiary of Fresenius Medical Care AG & Co. KGaA (“FMC”), has reached an amicable agreement with the United States Departments of Veterans Affairs and Justice resolving reimbursement for services provided to veterans by the Company’s clinics during the period January 2009 through February 15, 2011. The agreement resolves litigation that began in March 2014.1
The Company is pleased with the agreement, and looks forward to its continued service to veterans in the United States. FMC greatly appreciates the efforts and dedication of the Departments in the interest of providing the highest level of service to veterans.
The agreement is expected to increase FMC´s recognition of revenue in 2017 by approximately EUR 100 million. The estimated net income gain attributable to shareholders of FMC is expected to be around EUR 45 to 50 million, after giving consideration to non-controlling interest and income taxes. The payment is expected to be received in due course.
1Fresenius Medical Care Holdings, Inc. v. United States, Case No. 2014 Civ. 00187 (U.S. Court of Federal Claims).
Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases of which around 2.8 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,579 dialysis clinics, Fresenius Medical Care provides dialysis treatments for 306,366 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Along with the core business, the company focuses on expanding the range of related medical services in the field of Care Coordination. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).
For more information visit the Company’s website at www.freseniusmedicalcare.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
The United States District Court of the Eastern District of Texas on Wednesday issued a preliminary injunction prohibiting the Centers for Medicare and Medicaid Services (CMS) from implementing an interim rule that would seriously curtail the American Kidney Fund’s program for insurance premium assistance to dialysis patients.
In a joint lawsuit, dialysis providers, including Fresenius Medical Care, and the patient advocacy group Dialysis Patient Citizens have challenged the CMS’s interim rule on the grounds that it would disadvantage kidney failure patients compared with other patient groups.
The preliminary injunction follows the court’s granting of a temporary restraining order on January 12, 2017. The preliminary injunction is indefinite in duration and therefore will remain in effect as long as the court does not change it.
Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases of which around 2.8 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,579 dialysis clinics, Fresenius Medical Care provides dialysis treatments for 306,366 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Along with the core business, the company focuses on expanding the range of related medical services in the field of Care Coordination. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).
For more information visit the Company’s website at www.freseniusmedicalcare.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
The information and documents contained on the following pages of this website are for information purposes only. These materials do neither constitute an offer nor an invitation to subscribe to or to purchase securities, nor any investment advice or service, and are not meant to serve as a basis for any kind of obligation, contractual or otherwise. Securities may not be offered or sold in the United States of America (“US”) absent registration under the US Securities Act of 1933, as amended, or an exemption from registration. The securities described on the following pages are not offered for sale in the US or to "US persons" (as defined in Regulation S under the US Securities Act of 1933, as amended).
THE FOLLOWING INFORMATION AND DOCUMENTS ARE NOT DIRECTED AT AND ARE NOT INTENDED FOR USE BY (I) PERSONS WHO ARE RESIDENTS OF OR LOCATED IN THE US, CANADA, JAPAN OR AUSTRALIA OR WHO ARE US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), OR (II) PERSONS IN ANY OTHER JURISDICTION WHERE THE COMMUNICATION OR RECEIPT OF SUCH INFORMATION IS RESTRICTED IN SUCH A WAY THAT PROVIDES THAT SUCH PERSONS SHALL NOT RECEIVE IT. SUCH PERSONS, OR PERSONS ACTING FOR THE BENEFIT OF ANY SUCH PERSONS, ARE NOT PERMITTED TO VISIT THE FOLLOWING PAGES OF THE WEBSITE.
To visit the following parts of this website you must confirm that
(i) you are not a resident of the United States of America, Canada, Japan or Australia or a "US person" (as defined in Regulation S under the US Securities Act of 1933, as amended),
(ii) you are not a person to whom the communication of the information contained on the website is restricted,
(iii) you will not distribute any of the information and documents contained thereon to any such person, and
(iv) you are not acting for the benefit of any such person.
By clicking on the "Accept" button below, you will be deemed to have made this confirmation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Fresenius successfully placed €500 million equity-neutral convertible bonds due 2024.
The bonds will not bear any interest. The issue price was fixed at 101.00% of the nominal value, corresponding to an annual yield to maturity of -0.142%. The initial conversion price will be set at 45% above Fresenius’ reference share price1.
1The reference share price will be the arithmetic average of Fresenius’ daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on January 20, 2017.
This was the last component of the debt financing for the acquisition of Quirónsalud, Spain’s largest private hospital operator.
The average interest rate over all financing instruments used for the acquisition of Quirónsalud will be significantly below the originally projected 2.0%.
The bonds were offered through an international private placement solely to qualified investors outside the United States. The initial conversion price is expected to be determined after market close on February 2, 2017 once the reference share price has been determined. Settlement and closing will take place on January 31, 2017.
Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
Credit Suisse Securities (Europe) Limited and Société Générale Corporate & Investment Banking are acting as Joint Global Coordinators for the offering together with Crédit Agricole Corporate and Investment Bank as Joint Bookrunners.
The Fresenius' counterparties will hedge their positions under the call options through the purchase or sale of Fresenius shares, or any other transactions.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank (the "Joint Bookrunners") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the Bonds referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds in the United States of America, Australia, Canada, South Africa or Japan.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.
Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.
Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The information and documents contained on the following pages of this website are for information purposes only. These materials do neither constitute an offer nor an invitation to subscribe to or to purchase securities, nor any investment advice or service, and are not meant to serve as a basis for any kind of obligation, contractual or otherwise. Securities may not be offered or sold in the United States of America (“US”) absent registration under the US Securities Act of 1933, as amended, or an exemption from registration. The securities described on the following pages are not offered for sale in the US or to "US persons" (as defined in Regulation S under the US Securities Act of 1933, as amended).
THE FOLLOWING INFORMATION AND DOCUMENTS ARE NOT DIRECTED AT AND ARE NOT INTENDED FOR USE BY (I) PERSONS WHO ARE RESIDENTS OF OR LOCATED IN THE US, CANADA, JAPAN OR AUSTRALIA OR WHO ARE US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), OR (II) PERSONS IN ANY OTHER JURISDICTION WHERE THE COMMUNICATION OR RECEIPT OF SUCH INFORMATION IS RESTRICTED IN SUCH A WAY THAT PROVIDES THAT SUCH PERSONS SHALL NOT RECEIVE IT. SUCH PERSONS, OR PERSONS ACTING FOR THE BENEFIT OF ANY SUCH PERSONS, ARE NOT PERMITTED TO VISIT THE FOLLOWING PAGES OF THE WEBSITE.
To visit the following parts of this website you must confirm that
(i) you are not a resident of the United States of America, Canada, Japan or Australia or a "US person" (as defined in Regulation S under the US Securities Act of 1933, as amended),
(ii) you are not a person to whom the communication of the information contained on the website is restricted,
(iii) you will not distribute any of the information and documents contained thereon to any such person, and
(iv) you are not acting for the benefit of any such person.
By clicking on the "Accept" button below, you will be deemed to have made this confirmation.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
Fresenius successfully placed €500 million equity-neutral convertible bonds due 2024.
The bonds will not bear any interest. The issue price was fixed at 101.00% of the nominal value, corresponding to an annual yield to maturity of -0.142%. The initial conversion price will be set at 45% above Fresenius’ reference share price1.
This was the last component of the debt financing for the acquisition of Quirónsalud, Spain’s largest private hospital operator.
The average interest rate over all financing instruments used for the acquisition of Quirónsalud will be significantly below the originally projected 2.0%.
The bonds were offered through an international private placement solely to qualified investors outside the United States. The initial conversion price is expected to be determined after market close on February 2, 2017 once the reference share price has been determined. Settlement and closing will take place on January 31, 2017.
Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
Credit Suisse Securities (Europe) Limited and Société Générale Corporate & Investment Banking are acting as Joint Global Coordinators for the offering together with Crédit Agricole Corporate and Investment Bank as Joint Bookrunners.
The Fresenius' counterparties will hedge their positions under the call options through the purchase or sale of Fresenius shares, or any other transactions.
1The reference share price will be the arithmetic average of Fresenius’ daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on January 20, 2017.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank (the "Joint Bookrunners") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the Bonds referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds in the United States of America, Australia, Canada, South Africa or Japan.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.
Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.
Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.