DGAP-Adhoc: RHÃ?N-KLINIKUM AG: RHÃ?N-KLINIKUM AG sells a

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Sep 12, 2013 at 11:15 PM

DGAP-Adhoc: RHÃ?N-KLINIKUM AG: RHÃ?N-KLINIKUM AG sells a portfolio consisting of 43 hospitals and related companies to HELIOS in order to realize a new strategy as leading provider of top class medicine

RHÃ?N-KLINIKUM AG / Key word(s): Strategic Company Decision/Disposal 13.09.2013 00:52 Dissemination of an Ad hoc announcement according to Â§ 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Today, RHÃ?N-KLINIKUMS AG ('RHÃ?N'), HELIOS Kliniken GmbH ('HELIOS') and Fresenius SE & CO. KGaA entered into a share purchase agreement that stipulates the sale of a portfolio consisting of 43 hospitals, medical centers and related holdings from RHÃ?N to HELIOS and related companies ('Transaction'). In the context of the transaction RHÃ?N and HELIOS enter into an additional network-agreement in order to enable the establishment of regional and supra-regional networks for the further development of the market for hospitals in Germany. This includes the provision of additional medical care services. While HELIOS agrees to invest EUR30 million in this network, RHÃ?N will invest EUR10 million within the next five years. RHÃ?N's hospitals located in Bad Neustadt, Bad Berka, Frankfurt (Oder), as well as the university hospitals GieÃ?en and Marburg are excluded from the Transaction. After the completion of the transaction RHÃ?N unites with a total revenue of approximately EUR 1 billion a capacity of 5,300 beds and 15,000 employees and continues to constitute an independent and homogenous group that focusses on excellent medical expertise and outstanding medical treatment. By providing academically accompanied top class medicine on the one hand and being highly profitable on the other hand RHÃ?N strives for a leading role within the market for privately owned hospitals. The purchase price amounts to EUR3.070 billion (enterprise value) before adjustments resulting from specific cash and debt items. The supervisory boards of both companies have approved the transaction. Approval of the general meeting is not required. The completion of the Transaction requires merger control clearance, approval of minority shareholders or former communal owners of certain hospitals, and, where required, endorsements of respective public bodies (Versorgungsanstalt des Bundes und der LÃ¤nder (VBL) or Zusatzversorgungskasse (ZVK)). A partial or gradual execution of the transaction is possible to the extent the transfer of hospitals and related companies whose value would add up to at least 70 % of the total enterprise value can be accomplished in 2013. The network-agreement is subject to separate merger control clearance. Out of the sale proceeds the group's financial debt is supposed to be repaid. An amount of approximately EUR 200 million is intended for investments. In addition to the regular dividend, the management board of RHÃ?N intends to propose a special dividend of presumably up to EUR 1.9 billion (equal to up to EUR 13.80 per share) funded by the Transaction proceeds. However, this will also require the partial liquidation of reserves. Furthermore, it is considered to realize part of the distribution of proceeds through a share repurchase program. All this is based on the current planning. It cannot be excluded that amendments will occur up to the next general meeting due to potential change in circumstances. Due to the implications of the Transaction on the balance sheet and profit structure of the group, the currently applicable outlook for the year 2013 regarding revenue and in particular profit goals for EBITDA and net annual income (JahresÃ¼berschuss) is obsolete and herewith withdrawn. In the medium term, the company assumes organic growth rates between 3.5 and 4.5% per year. In addition, an EBITDA margin of 14% until 2015 appears realistic. In the course of yesterday's meeting of the supervisory board, the members of the supervisory board Caspar von Hauenschild and Dr. RÃ¼diger Merz declared their resignation as members of the supervisory board with immediate effect Contact: Dr. Kai G. Klinger Head of Investor Relations RHÃ?N-KLINIKUM AG Schlossplatz 1 97616 Bad Neustadt a. d. Saale Telefon: +49 (0) 9771 65-1318 Telefax: +49 (0) 9771 99-1736 E-Mail: ir@rhoen-klinikum-ag.com Achim Struchholz Corporate Communications RHÃ?N-KLINIKUM AG Schlossplatz 1 97616 Bad Neustadt a. d. Saale Telefon: +49 (0) 9771 65-1327 Telefax: +49 (0) 9771 65-1820 E-Mail: kommunikation@rhoen-klinikum-ag.com 13.09.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: RHÃ?N-KLINIKUM AG Schlossplatz 1 97616 Bad Neustadt a.d.Saale Germany Phone: +49 (0)9771 - 65-0 Fax: +49 (0)9771 - 97 467 E-mail: rka@rhoen-klinikum-ag.com Internet: www.rhoen-klinikum-ag.com ISIN: DE0007042301 WKN: 704230 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard), MÃ¼nchen; Freiverkehr in Berlin, DÃ¼sseldorf, Hamburg, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------

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