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  • Offer price of €22.50 per share in cash represents a premium of 52% over RHÖN-KLINIKUM AG's closing share price on April 25, 2012
  • Shareholders are requested to tender RHÖN-KLINIKUM shares until June 27, 2012
  • Eugen Münch (RHÖN-KLINIKUM AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction and will also recommend acceptance of the offer to other RHÖN-KLINIKUM AG shareholders

Fresenius published today the offer document for the voluntary public takeover offer to RHÖN-KLINIKUM AG shareholders through its subsidiary FPS Beteiligungs AG. Fresenius' proposal of €22.50 per share in cash represents a premium of 52% over RHÖN-KLINIKUM AG's closing share price on April 25, 2012 and of 53% over the share's volume-weighted average trading price over the last three months (XETRA) prior to the announcement of the decision to make a public takeover offer (April 26, 2012). The offer is contingent upon a minimum acceptance threshold of 90% of RHÖN-KLINIKUM AG's share capital at the end of the offer period.

Eugen Münch (RHÖN-KLINIKUM AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction. He declared that he and his wife will accept the offer and tender all their shares, representing 12.45% of RHÖN-KLINIKUM AG's share capital. Eugen Münch will also recommend acceptance of the offer to other RHÖN-KLINIKUM AG shareholders.

The offer document was approved by the German Federal Financial Supervisory Authority (BaFin) in accordance with the German Securities Acquisition and Takeover Act and is now available on www.fresenius.com/rhoen.

Shareholders of RHÖN-KLINIKUM AG are now requested to accept the offer and tender their shares. Acceptance of the offer must be declared in writing to the shareholder's custodian bank. The acceptance period expires on June 27, 2012. Deutsche Bank AG, Frankfurt am Main, is the settlement agent. 

Safe Harbour Statement

 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell RHÖN-KLINIKUM AG shares. The terms and conditions of the takeover offer as well as further provisions regarding the takeover offer will be disclosed in the offer document which is published in the internet under http:// www.fresenius.com/rhoen. The terms and conditions of the takeover offer may differ from the basic information described herein. Investors and holders of RHÖN-KLINIKUM AG shares are strongly recommended to read any such offer document and all documents in connection with the takeover offer, since they will contain important information.

If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for RHÖN-KLINIKUM AG, for those RHÖN-KLINIKUM shareholders who choose not to accept the takeover offer or for future financial results of RHÖN-KLINIKUM AG. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, 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, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.

The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").

The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the RHÖN-KLINIKUM AG and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.

The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.

The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.

Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.

Fresenius sees excellent prospects for further sales and earnings growth in the coming years at its Fresenius Kabi business segment, whose management is updating analysts and investors on the company's operations, strategy and growth opportunities during a Capital Market Day at Group headquarters in Bad Homburg.

In the first months of 2012, Fresenius Kabi has recorded substantial organic growth across all regions and product segments, exceeding earlier expectations. Particularly in the U.S., revenue growth has been materially stronger than initially projected mainly due to ongoing IV drug shortages, including Propofol, which may continue well into the third quarter.

As a result, Fresenius Kabi raises its outlook for 2012. The company now expects organic sales growth of 7% to 9% and an EBIT margin between 20% and 20.5%. Previously, Fresenius Kabi projected organic sales growth of 6% to 8% and an EBIT margin at the upper end of a 19.5% to 20% range.

With ongoing strong growth in all Group business segments and Fresenius Kabi exceeding previous forecasts, Fresenius is raising its guidance for 2012. Fresenius Group now expects net income* to increase by 14% to 16% and sales** by 12% to 14%, both in constant currency and before effects of the announced Rhön-Klinikum AG acquisition. Previously, the Company projected net income growth of 12% to 15% and sales growth at the upper end of a 10% to 13% range, both in constant currency.

Fresenius Kabi specializes in the therapy and care of chronically and critically ill patients, providing intravenously administered generic drugs (IV drugs), infusion therapies, clinical nutrition, and related medical devices. Fresenius Kabi is the market leader in infusion therapy and clinical nutrition in Europe and holds leading positions in important countries of Latin America and the Asia-Pacific region. Within IV generic drugs, Fresenius Kabi is among the leading suppliers in the U.S. market. The company has more than 24,000 employees worldwide and a global network of 59 sales organizations as well as 61 production sites and compounding centers.

"Fresenius Kabi is showing strong growth across all regions and product segments and continues to build its global market presence. We are absolutely delighted with the progress the company is making," said Ulf Mark Schneider, CEO of Fresenius. "Fresenius Kabi is a major growth driver for us, clearly delivering above-market growth. The company will continue to benefit from two major global trends, the outstanding growth in emerging market healthcare spending and the increasing demand for high-quality IV generic drugs in light of numerous patent expirations and healthcare budget constraints in the Western world.''

In 2011, Fresenius Kabi posted sales of €3.96 billion and EBIT of €803 million, with both figures having more than doubled in the past five years. The compounded annual growth rate (CAGR) was 16% for sales and 23% for EBIT.

By 2015, the company expects sales to increase to approx. €5.5 billion and EBIT to reach more than €1 billion driven by rising demand for high-quality medical care in emerging markets, the continuing growth of generics, ongoing market consolidation, and demographic change in the industrialized countries.

In the key markets of Latin America and the Asia-Pacific region, Fresenius Kabi's strong local presence includes its own production, sales and marketing operations. China, where the company was active as early as 1982, has become Fresenius Kabi's third-largest market. The company today achieves 29% of total sales outside of Europe and North America – a share expected to reach 35% to 40% by 2015.

In established markets, meanwhile, the company projects continued strong growth of 5% to 7% annually, exceeding overall market growth. Due to its leading positions in many different product segments, combined with the high quality and availability of its products, Fresenius Kabi is a reliable partner for its customers. Expanding the product portfolio, and rolling it out into markets where only part of the overall product offering is now available, are key elements of Fresenius Kabi's growth strategy.

"We offer high-quality, affordable products for the therapy and care of critically and chronically ill patients," said Rainer Baule, CEO of Fresenius Kabi. "In our core therapeutic areas we can draw upon one of the most comprehensive product portfolios as well as a global network of marketing, sales and production sites. A high level of vertical integration and technological leadership in many areas provide us a highly competitive cost position, in turn leading to strong market positions. Fresenius Kabi is excellently positioned for further profitable growth.''

The Capital Market Day will be webcast on the Internet, starting at 9 a.m. CEST tomorrow (June 12, 2012). The webcast is available live at www.fresenius.com/Investor Relations/Presentations. A replay will be available shortly after the event.

* Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights.

** Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment of -€161 million for the full year 2011 solely relates to Fresenius Medical Care North America.

(Financial statements according to U.S. GAAP)

Fresenius Kabi is focused on the therapy and care of critically and chronically ill patients inside and outside the hospital. Its portfolio comprises a wide range of IV drugs, infusion therapies, clinical nutrition products as well as the related medical devices. With a corporate philosophy of "caring for life," the company's goal is to improve the patient's quality of life. In 2011, Fresenius Kabi's sales were €3,964 million and the company's EBIT was €803 million. Fresenius Kabi has 24,632 employees worldwide (March 31, 2012).

Fresenius Kabi AG is a 100% subsidiary of the health care group Fresenius SE & Co. KGaA.

For more information visit the Company's website at www.fresenius-kabi.com.

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 announced today that the first of three completion conditions, the RHÖN-KLINIKUM AG dividend payment as defined in the offer document, has been fulfilled.

Fresenius published on May 18, 2012 a voluntary public takeover offer to RHÖN-KLINIKUM AG shareholders through its subsidiary FPS Beteiligungs AG. Fresenius' proposal of €22.50 per share in cash represents a premium of 52% over RHÖN-KLINIKUM AG's closing share price on April 25, 2012 and of 53% over the share's volume-weighted average trading price over the last three months (XETRA) prior to the announcement of the decision to acquire all outstanding shares of RHÖN-KLINIKUM AG (April 26, 2012).

In addition, the offer is contingent upon a minimum acceptance threshold of more than 90% of RHÖN-KLINIKUM AG's share capital at the end of the acceptance period on June 27, 2012 and on antitrust approval. An additional two-week acceptance period will only commence if the threshold of more than 90% has been reached on June 27, 2012.

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell RHÖN-KLINIKUM AG shares. The terms and conditions of the takeover offer as well as further provisions regarding the takeover offer will be disclosed in the offer document which is published in the internet under http:// www.fresenius.com/rhoen. The terms and conditions of the takeover offer may differ from the basic information described herein. Investors and holders of RHÖN-KLINIKUM AG shares are strongly recommended to read any such offer document and all documents in connection with the takeover offer, since they will contain important information.

If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for RHÖN-KLINIKUM AG, for those RHÖN-KLINIKUM shareholders who choose not to accept the takeover offer or for future financial results of RHÖN-KLINIKUM AG. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, 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, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.

The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").

The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the RHÖN-KLINIKUM AG and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.

The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.

The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.

Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.

Eugen Münch (RHÖN-KLINIKUM AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) and his wife have accepted Fresenius' offer and have tendered all their shares, representing 12.45% of RHÖN-KLINIKUM AG's share capital.

On May 18, 2012, Fresenius, through its subsidiary FPS Beteiligungs AG, published a voluntary public takeover offer to RHÖN-KLINIKUM AG shareholders. Fresenius' proposal of €22.50 per share in cash represents a premium of 52% over RHÖN-KLINIKUM AG's closing share price on April 25, 2012 and of 53% over the share's volume-weighted average trading price over the last three months (XETRA) prior to the April 26, 2012 announcement of the decision to acquire all outstanding RHÖN-KLINIKUM AG shares.

The acceptance period ends on June 27, 2012. An additional two-week acceptance period will only commence if the threshold of more than 90% is reached on June 27, 2012.

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell RHÖN-KLINIKUM AG shares. The terms and conditions of the takeover offer as well as further provisions regarding the takeover offer will be disclosed in the offer document which is published in the internet under http:// www.fresenius.com/rhoen. The terms and conditions of the takeover offer may differ from the basic information described herein. Investors and holders of RHÖN-KLINIKUM AG shares are strongly recommended to read any such offer document and all documents in connection with the takeover offer, since they will contain important information.

If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for RHÖN-KLINIKUM AG, for those RHÖN-KLINIKUM shareholders who choose not to accept the takeover offer or for future financial results of RHÖN-KLINIKUM AG. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, 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, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.

The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").

The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the RHÖN-KLINIKUM AG and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.

The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.

The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.

Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.

We acknowledge today's announcement by Asklepios Kliniken GmbH of their 5.01% shareholding in RHÖN-KLINIKUM AG.

We have no knowledge of Asklepios Kliniken GmbH's intentions beyond this public announcement.

Our proposed transaction has received broad and strong support from RHÖN-KLINIKUM AG's management, Supervisory Board, as well as institutional and retail shareholders.

We are not aware of a competing bid and have not received any request to increase our offer price.

Our offer of €22.50 in cash per RHÖN-KLINIKUM AG share remains unchanged. The acceptance period expires today, 27 June 2012 at midnight CET.

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell RHÖN-KLINIKUM AG shares. The terms and conditions of the takeover offer as well as further provisions regarding the takeover offer will be disclosed in the offer document which is published in the internet under http:// www.fresenius.com/rhoen. The terms and conditions of the takeover offer may differ from the basic information described herein. Investors and holders of RHÖN-KLINIKUM AG shares are strongly recommended to read any such offer document and all documents in connection with the takeover offer, since they will contain important information.

If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for RHÖN-KLINIKUM AG, for those RHÖN-KLINIKUM shareholders who choose not to accept the takeover offer or for future financial results of RHÖN-KLINIKUM AG. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, 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, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.

The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").

The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the RHÖN-KLINIKUM AG and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.

The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.

The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.

Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.

Today, Fresenius has acquired 5 million shares of RHÖN-KLINIKUM AG in the market via Xetra. This is equivalent to 3.6% of the share capital of RHÖN-KLINIKUM AG.

Those shares will be tendered into our tender offer and thus be included in the 90% minimum acceptance threshold.

We have taken this decision in order to support our tender offer. The offer of €22.50 in cash per share remains unchanged.

The acceptance period expires today, 27 June 2012, at midnight CET. Shares acquired in the market today can still be tendered until close of business.

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell RHÖN-KLINIKUM AG shares. The terms and conditions of the takeover offer as well as further provisions regarding the takeover offer will be disclosed in the offer document which is published in the internet under http:// www.fresenius.com/rhoen. The terms and conditions of the takeover offer may differ from the basic information described herein. Investors and holders of RHÖN-KLINIKUM AG shares are strongly recommended to read any such offer document and all documents in connection with the takeover offer, since they will contain important information.

If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for RHÖN-KLINIKUM AG, for those RHÖN-KLINIKUM shareholders who choose not to accept the takeover offer or for future financial results of RHÖN-KLINIKUM AG. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, 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, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.

The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States"). The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the RHÖN-KLINIKUM AG and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.

The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.

The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.

Fresenius announced today that at the end of the offer period 84.3% of RHÖN-KLINIKUM AG shares had been tendered, short of the minimum acceptance threshold of more than 90%. The second completion condition for the acquisition is therefore not fulfilled.

The substantial trading volume on the final day of the acceptance period, triggered by the announcement of Asklepios Kliniken GmbH regarding an equity stake in RHÖN-KLINIKUM AG, has interfered with the acceptance and settlement of the tender offer.

Ulf Mark Schneider, CEO of Fresenius, said: "The vast majority of RHÖN-KLINIKUM shareholders accepted our offer. We very much regret that the proposed transaction was blocked, without providing a constructive alternative. We would have preferred to spare RHÖN-KLINIKUM AG's patients, employees, shareholders and other stakeholders the resulting uncertainty. We remain convinced of the merits of combining RHÖN-KLINIKUM with HELIOS, and will assess our options in the coming days."

HELIOS will continue to pursue its proven growth strategy of the past years. As one of Germany's largest private hospital operators, HELIOS is well-positioned for strong organic growth. At the same time, HELIOS has excellent growth opportunities due to the privatization process in the German hospital market. In 2015, HELIOS targets sales of €4 billion to €4.25 billion. This outlook does not include the announced acquisition of RHÖN-KLINIKUM AG.

Following the capital increase with gross proceeds of €1.014 billion, which was successfully completed in May 2012, Group net debt/EBITDA is expected to initially be at the lower end of the target range of 2.5 to 3.0. Fresenius will use the additional financial resources over the medium term to complement its strong organic growth with targeted acquisitions.

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 Kabi has signed a definitive agreement to acquire Fenwal Holdings, Inc., a leading U.S.-based provider of transfusion technology products for blood collection, separation and processing, from TPG and Maverick Capital.

 

The acquisition marks another major step in Fresenius Kabi's growth strategy. The company had announced previously that expanding its medical devices/transfusion technology segment is a priority. Fresenius Kabi will now become a global leader in transfusion technology.

 

In 2011, Fenwal had sales of US$614 million with an adjusted EBITDA of US$90 million. The company, with about 4,900 employees worldwide, runs a state-of-the-art R&D center and operates five manufacturing facilities.

 

Ulf Mark Schneider, CEO of Fresenius, said: "Acquiring Fenwal is a unique opportunity to significantly expand Fresenius Kabi's medical devices/transfusion technology segment. In addition, Fresenius Kabi will benefit from a more balanced product portfolio. Fenwal gives Fresenius Kabi broader access to the U.S. transfusion technology market and adds new momentum to building a global market presence in this segment."

 

"The products, services, technologies and cultures of both companies fit extremely well together," said Ron Labrum, Fenwal president and chief executive officer. "We are committed to assuring a smooth integration with Fresenius Kabi and to bring our customers even more value as a result of this unique combination."

 

The two companies' business activities perfectly complement each other: Fenwal holds an excellent position in the market for automated blood collection devices, while Fresenius Kabi is a major supplier of blood bags and filters used for manual blood collection. Combining the two businesses will lead to the most comprehensive product portfolio in transfusion medicine.

 

In addition, the acquisition will enhance Fresenius Kabi's geographical presence. Fenwal, headquartered in Lake Zurich, Illinois, generates more than half its sales in the United States, where its infrastructure will serve as a platform for further growth opportunities for Fresenius Kabi. Vice versa, Fresenius Kabi's international network will expand Fenwal's global product reach. Significant potential for revenue and cost synergies will be created.

 

Around the world, approximately 92 million whole blood donations are collected annually*. The transfusion technology market is mainly driven by demographic developments and the growing demand for products for automated blood component processing. In addition, the increasing demand in emerging markets will lead to further growth in this product segment.

 

Financial terms were not disclosed. The transaction will be financed initially from existing funds, whereas the enterprise value does not exceed the proceeds of the May 2012 capital increase. Irrespective of acquiring Fenwal, Fresenius continues to assess its options for an acquisition of Rhön-Klinikum AG.

 

The transaction is subject to the necessary regulatory approvals by the relevant antitrust authorities, and is expected to close at the end of 2012.

 

 



Telephone Conference

 

A telephone conference will be held at 2.30 p.m. CEST on Monday, July 23, 2012. All investors are cordially invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com, Investor Relations, Presentations. Following the call, a replay will be available on our website.
 * www.who.int/worldblooddonorday/en/index.html

 

Automated and manual blood collection
Automated technology allows blood to be automatically separated into its therapeutic components, collecting only what is needed from donors — red blood cells, platelets, plasma, or therapeutic proteins. This enables blood centers to optimize each donation, limits further processing steps, and helps to ensure the right blood components are available in hospitals to meet patient needs.

During a manual blood collection the blood is collected from a donor and manually processed in a laboratory into its therapeutic components.

Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. As of March 31, 2012, the Fresenius Group had 160,249 employees worldwide.

For more information visit the company's website at www.fresenius.com.

Fresenius Kabi is focused on the therapy and care of critically and chronically ill patients inside and outside the hospital. Its portfolio comprises a wide range of IV drugs, infusion therapies, clinical nutrition products as well as the related medical devices. With a corporate philosophy of "caring for life," the company's goal is to improve the patient's quality of life. In 2011, Fresenius Kabi's sales were €3,964 million and the company's EBIT was €803 million. Fresenius Kabi has 24,632 employees worldwide (March 31, 2012). Fresenius Kabi AG is a 100% subsidiary of the health care group Fresenius SE & Co. KGaA.

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 SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick

General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo,
Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick

H1/2012:

  • Sales            €9.2 billion (+17% at actual rates, +12% in constant currency)
  • EBIT            €1.4 billion (+19% at actual rates, +14% in constant currency)
  • Net income3  €434 million (+20% at actual rates, +15% in constant currency)
  • Continued strong growth in all business segments
  • Group sales and net income3 at all-time high in Q2/2012
  • Cash flow margin increases to 12.3%

Ulf Mark Schneider, CEO of Fresenius, said: "Our strong growth trend continues and we posted record sales and earnings in the first half. The recently announced acquisition of Fenwal is a significant growth opportunity and will make us a worldwide leader in transfusion technology. We will focus on swiftly integrating this business and maintaining operational excellence in the Group. Commercial prudence will continue to guide us in assessing future acquisition opportunities."

1 Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment of -€77 million in H1 2011 and of -€161 million for the full year 2011 solely relates to Fresenius Medical Care North America.2 Adjusted for one-time costs of €7 million in Q2 2012 related to the offer to the shareholders of RHÖN-KLINIKUM AG.3 Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain of €34 million at Fresenius Medical Care and for one-time costs of €26 million in Q2 2012 related to the offer to the shareholders of RHÖN-KLINIKUM AG. 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights.


 

Group outlook 2012 fully confirmed
Based on the Group's financial results in the first half of 2012, Fresenius confirms its guidance, which was raised in June 2012. For 2012, Fresenius expects sales1 to increase by 12% to 14% and net income2 to increase by 14% to 16%, both in constant currency.

The Group plans to invest ~5% of sales in property, plant and equipment.

The net debt/EBITDA ratio is projected to be <3.0 at year-end (including the acquisition of Fenwal Holdings, Inc.).


Sales growth of 12% in constant currency
Group sales increased by 17% (12% in constant currency) to €9,236 million (H1 20111: €7,927 million). Organic sales growth was 5%. Acquisitions contributed a further 7%. Currency translation had a positive effect of 5%. This is mainly attributable to the strengthening of the U.S. dollar against the euro by 7% in the first half of 2012 compared to the first half of 2011.

Sales in the business segments developed as follows:

Organic sales growth in North America was 3%, and in Europe 5%. Organic sales growth was again strong in Asia-Pacific with 10% and in Latin America with 19%. The sales decrease in Africa was due to the volatility in Fresenius Vamed's project business.

1 Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment of -€77 million in H1 2011 and of -€161 million for the full year 2011 solely relates to Fresenius Medical Care North America.

2 Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain of €34 million at Fresenius Medical Care and one-time costs related to the offer to the shareholders of RHÖN-KLINIKUM AG. 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights. 


Excellent earnings growth

Group EBITDA1 grew by 18% (13% in constant currency) to €1,806 million (H1 2011: €1,526 million). Group EBIT1 increased by 19% (14% in constant currency) to €1,440 million (H1 2011: €1,207 million). The EBIT margin improved by 40 basis points to 15.6% (H1 2011: 15.2%).

Group net interest was -€313 million (H1 2011: -€276 million). Lower average interest rates were more than offset by incremental debt due to acquisition financing and currency translation effects.

The other financial result of -€29 million includes one-time costs for the offer to the shareholders of RHÖN-KLINIKUM AG, primarily related to financing commitments.

The Group tax rate2 slightly improved to 30.8% (H1 2011: 30.9%).

Noncontrolling interest increased to €346 million (H1 2011: €280 million), of which 93% was attributable to the noncontrolling interest in Fresenius Medical Care.

Group net income3 increased by 20% (15% in constant currency) to €434 million (H1 2011: €363 million). Earnings per share increased by 16% to €2.58 (H1 2011: €2.23). The average number of shares grew to approx. 168 million in H1 2012, primarily due to the May 2012 capital increase.

A reconciliation to adjusted earnings according to U.S. GAAP can be found on page 14 of the Investor News.

Group net income4 was €442 million or €2.63 per share (including the non-taxable investment gain at Fresenius Medical Care, which is a non-cash item, and one-time costs related to the offer to the shareholders of RHÖN-KLINIKUM AG).

1 Adjusted for one-time costs of €7 million in Q2 2012 related to the offer to the shareholders of RHÖN-KLINIKUM AG.2 Adjusted for the non-taxable investment gain at Fresenius Medical Care and for one-time costs of €36 million in Q2 2012 related to the offer to the shareholders of RHÖN-KLINIKUM AG. 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds.3 Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain of €34 million at Fresenius Medical Care and for one-time costs of €26 million in Q2 2012 related to the offer to the shareholders of RHÖN-KLINIKUM AG. 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights.4 Net income attributable to shareholders of Fresenius SE & Co. KGaA


Continued investment in growth
The Fresenius Group spent €388 million on property, plant and equipment (H1 2011: €286 million). Acquisition spending was €2,097 million (H1 2011: €857 million). This relates primarily to Fresenius Medical Care's acquisition of Liberty Dialysis Holdings, Inc. as well as to the acquisition of Damp Group by Fresenius Helios.


Excellent operating cash flow development
Operating cash flow increased to €1,136 million (H1 2011: €650 million). This was mainly driven by strong earnings growth and tight working capital management, especially regarding trade accounts receivable. The cash flow margin improved to 12.3% (H1 2011: 8.2%). Net capital expenditure was €358 million (H1 2011: €292 million). Free cash flow before acquisitions and dividends was €778 million (H1 2011: €358 million). Free cash flow after acquisitions and dividends was -€1,154 million (H1 2011: -€791 million).


Solid balance sheet structure
The Group's total assets increased by 17% (15% in constant currency) to €30,758 million (Dec. 31, 2011: €26,321 million). Current assets grew by 25% (24% in constant currency) to €8,967 million (Dec. 31, 2011: €7,151 million). This includes the proceeds of the capital increase which were invested in short-term instruments. Non-current assets increased by 14% (12% in constant currency) to €21,791 million (Dec. 31, 2011: €19,170 million), mainly due to the recent acquisitions.

Total shareholders' equity increased by 16% (14% in constant currency) to €12,224 million, mainly due to the capital increase (Dec. 31, 2011: €10,577 million). The equity ratio was 39.7% (Dec. 31, 2011: 40.2%).

Group debt grew by 23% (21% in constant currency) to €12,035 million (Dec. 31, 2011: €9,799 million), primarily resulting from acquisition financing. Net debt increased by 10% (8% in constant currency) to €10,068 million (Dec. 31, 2011: €9,164 million). Net debt comprises the proceeds of the capital increase.

As of June 30, 2012, the net debt/EBITDA ratio1 was 2.75 (Dec. 31, 2011: 2.83). At identical exchange rates for net debt and EBITDA, the ratio was 2.65.

1 Pro forma including Damp Group and Liberty Dialysis Holdings, Inc., adjusted for one-time costs of €7 million in Q2 2012 related to the offer to the shareholders of RHÖN-KLINIKUM AG.


Number of employees increases

As of June 30, 2012, the Fresenius Group increased the number of its employees by 8% to 161,685 (Dec. 31, 2011: 149,351), mainly due to acquisitions.


Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to prevent and treat graft rejection following organ transplantation.

Fresenius Biotech's sales increased by 14% to €16.6 million compared to €14.6 million in the first half of 2011. Removab sales grew by 17% to €2.1 million (H1 2011: €1.8 million). ATG Fresenius S sales increased by 13% to €14.5 million (H1 2011: €12.8 million). Fresenius Biotech's EBIT was -€11 million (H1 2011: -€13 million).

For 2012, Fresenius Biotech continues to expect an EBIT of -€25 million to -€30 million.


Business Segments

Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of services and products for patients with chronic kidney failure. As of June 30, 2012, Fresenius Medical Care was treating 256,456 patients in 3,123 dialysis clinics.

  • Excellent constant currency sales growth of 12% (North America +12%, International +11%)
  • 2012 outlook confirmed

Sales increased by 9% to US$6,677 million (H1 20111: US$6,121 million). Organic sales growth was 4%. Acquisitions contributed a further 8%. Currency translation had a negative effect of 3%.

Sales in dialysis services increased by 12% to US$5,082 million (H1 2011: US$4,538 million). Dialysis product sales grew by 1% to US$1,594 million (H1 2011: US$1,584 million).

In North America sales grew 12% to US$4,353 million (H1 2011: US$3,896 million). Dialysis services sales grew by 13% to US$3,960 million (H1 2011: US$3,501 million). Average revenue per treatment for U.S. clinics increased to US$351 in the second quarter of 2012 compared to US$348 for the corresponding quarter in 2011. Dialysis product sales were US$393 million (H1 2011: US$395 million). Higher sales of hemodialysis products were offset by lower sales of renal pharmaceuticals.

Sales outside North America ("International" segment) grew by 4% to US$2,307 million (H1 2011: US$2,218 million). Sales in dialysis services increased by 8% to US$1,122 million (H1 2011: US$1,037 million). Dialysis product sales of US$1,185 million remained close to the previous year's level of US$1,181 million at actual rates. In constant currency, dialysis product sales grew by 7%, mainly driven by higher sales of dialysis machines and dialyzers.

EBIT increased by 14% to US$1,092 million (H1 2011: US$955 million). The EBIT margin increased to 16.4% (H1 2011: 15.6%).

The EBIT margin in North America increased to 17.9% (H1 2011: 17.0%). In the International segment the EBIT margin improved to 17.4% (H1 2011: 16.9%).

Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first half of 2012 was US$660 million, an increase of 37% compared to the corresponding period of 2011. This includes a non-taxable investment gain of US$140 million related to the acquisition of Liberty Dialysis Holdings, Inc. (Liberty), including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition. The second quarter includes an additional gain of US$13 million to the amount recorded in the first quarter of 2012 due to an adjustment of the fair value reported in Q1/2012. Excluding this investment gain, net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 8% to US$520 million (H1 2011: US$481 million).

Fresenius Medical Care confirms its sales and earnings outlook for 2012. The company expects sales to grow to around US$14 billion3. Net income is expected to grow to around US$1.3 billion and net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around US$1.14 billion3. This does not include the investment gain in the amount of US$140 million in the first half of 2012.

For further information, please see Fresenius Medical Care's Investor News at www.fmc-ag.com.

1 Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment amounts to -US$109 million in H1 2011; the 2011 sales adjustment amounts to -US$224 million.2 Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA – adjusted for a non-taxable investment gain of US$140 million in the first half of 2012.3 Outlook includes a +/- 0-2% deviation from the respective number.


Fresenius Kabi
Fresenius Kabi offers infusion therapies, intravenously administered generic drugs and clinical nutrition for seriously and chronically ill patients in the hospital and outpatient environments.

The company is also a leading supplier of medical devices and transfusion technology products.

  • Strong organic sales growth of 9%
  • 2012 outlook fully confirmed

Sales increased by 13% to €2,234 million (H1 2011: €1,971 million). Organic sales growth was 9%. Currency translation had an effect of 3%. Acquisitions contributed 1%.

In Europe sales grew by 7% (organic growth: 6%) to €974 million (H1 2011: €909 million). Sales in North America increased by 17% to €609 million (H1 2011: €519 million). Strong organic growth of 9% was supported by continued competitor supply constraints and new product launches. In Asia-Pacific sales increased by 25% (organic growth: 15%) to €415 million (H1 2011: €332 million). Sales in Latin America and Africa increased by 12% (organic growth: 14%) to €236 million (H1 2011: €211 million).

EBIT grew by 10% to €452 million (H1 2011: €411 million). EBIT growth was driven particularly by excellent earnings growth in North America and the emerging markets. The EBIT margin was 20.2% (H1 2011: 20.9%).

Net income1 increased by 16% to €210 million (H1 2011: €181 million).

Fresenius Kabi's operating cash flow increased by 40% to €288 million (H1 2011: €205 million). The cash flow margin was excellent at 12.9% (H1 2011: 10.4%). Cash flow before acquisitions and dividends improved to €199 million (H1 2011: €124 million). The strong increase was also favorably influenced by extraordinary payments of trade accounts receivable.

On July 20, 2012, Fresenius Kabi announced that it has signed a definitive agreement to acquire Fenwal Holdings, Inc., a leading U.S.-based provider of transfusion technology products for blood collection, separation, and processing, from TPG and Maverick Capital. In 2011, Fenwal had sales of US$614 million with an adjusted EBITDA of US$90 million.

The acquisition marks another major step in Fresenius Kabi's growth strategy. The company had announced previously that expanding its medical devices/transfusion technology segment is a priority.

Fresenius Kabi raises its guidance2 announced at the Capital Market Day. With the closing of the acquisition, Fresenius Kabi targets sales of approx. €6 billion by 2015 and EBIT of >€1.1 billion. Previously, the company targeted sales of approx. €5.5 billion and EBIT of >€1 billion.

Fresenius Kabi fully confirms its outlook for 2012. The company targets organic sales growth of between 7% and 9%. Furthermore, Fresenius Kabi forecasts an EBIT margin of between 20% to 20.5%.

1 Net income attributable to shareholders of Fresenius Kabi AG2 at current exchange rates


Fresenius Helios
Fresenius Helios is one of the largest private hospital operators in Germany. HELIOS owns 73 hospitals, including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal. HELIOS treats more than 2.7 million patients per year, thereof more than 750,000 inpatients, and operates more than 23,000 beds.

  • Strong organic sales growth of 5.4%
  • 2012 outlook fully confirmed

Sales increased by 19% to €1,540 million (H1 2011: €1,293 million). Organic sales growth was 5.4%. Acquisitions contributed 14%.

EBIT grew by 23% to €151 million (H1 2011: €123 million). The EBIT margin improved by 30 basis points to 9.8% (H1 2011: 9.5%).

Net income1 increased by 28% to €92 million (H1 2011: €72 million).

Sales of the established hospitals grew by 5% to €1,359 million. EBIT improved by 31% to €162 million. The EBIT margin increased to 11.9% (H1 2011: 9.6%) driven by excellent operating results and a one-time gain. Sales of the acquired hospitals (consolidation <1 year) were €181 million. As expected, EBIT was -€11 million. Restructuring of these hospitals is on track.

Fresenius remains convinced of the merits of combining RHÖN-KLINIKUM with HELIOS, and continues to assess its options.

Fresenius Helios fully confirms its outlook for 2012. The company projects organic sales growth of 3% to 5% and EBIT to increase to the upper end of the targeted range of €310 million to €320 million.

One-time costs relating to the offer to the shareholders of RHÖN-KLINIKUM AG are included in the segment "Corporate/Other".

1 Net income attributable to shareholders of HELIOS Kliniken GmbH


Fresenius Vamed
Fresenius Vamed offers engineering and services for hospitals and other health care facilities.

  • Sales and EBIT fully in line with expectations
  • 2012 outlook fully confirmed

Sales increased by 6% to €333 million (H1 2011: €313 million). Sales in the project business were €184 million (H1 2011: €202 million). Sales in the service business increased by 34% to €149 million (H1 2011: €111 million).

EBIT was €13 million (H1 2011: €12 million). The EBIT margin reached 3.9% (H1 2011: 3.8%). Net income1 remained at previous year's level of €9 million.

In H1 2012, the order intake was €156 million (H1 2011: €164 million). In Q2 2012, Fresenius Vamed received additional supply contracts for medical-technical equipment in China with an order volume of €18 million. The order intake also includes a turnkey contract for the construction of an additional building for the San Fernando General Hospital in the Republic of Trinidad and Tobago. The order volume is approx. €14 million. Order backlog was €816 million as of June 30, 2012 (Dec. 31, 2011: €845 million).

Fresenius Vamed fully confirms its 2012 outlook. The company expects sales and EBIT growth of 5% to 10%.

1 Net income attributable to shareholders of VAMED AG


Analyst Conference Call
As part of the publication of the results for the first half of 2012, a conference call will be held on August 1, 2012 at 2 p.m. CEST (8 a.m. EDT). All investors are cordially invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com, see Investor Relations, Presentations. Following the call, a replay of the conference call will be available on our website.

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 has decided not to submit a new takeover offer to the shareholders of RHÖN-KLINIKUM AG for the time being.

In recent weeks, Fresenius tried to find solutions to meet the strategic and financial targets of combining RHÖN-KLINIKUM AG and HELIOS with an equity stake in RHÖN-KLINIKUM AG of less than 90%. Unfortunately, there was no viable way to achieve this goal.

Ulf Mark Schneider, CEO of Fresenius, said: "A combination of RHÖN-KLINIKUM AG and HELIOS was the first-ever opportunity to build a country-wide integrated health care network. We regret that our public offer was blocked without providing a constructive alternative. All our investments must add value, with manageable risks. After thorough analysis, we have therefore reached the conclusion that a new offer cannot be justified. HELIOS' prospects are outstanding and it is well positioned to expand its leading position in the German hospital market."

Fresenius currently has a stake of 5% minus one share in RHÖN-KLINIKUM AG and plans to slightly increase its shareholding. This position will preserve the company's strategic options in the consolidating German hospital market.

Telephone Conference
A telephone conference will be held at 2 p.m. CEST on Monday, September 3, 2012. All investors are cordially invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com, Investor Relations, Presentations. Following the call, a replay will be available on our website.

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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