DGAP-Adhoc: RHÖN-KLINIKUM AG: RHÖN-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

RHÖN-KLINIKUM AG / Key word(s): Strategic Company Decision/Disposal

13.09.2013 00:52

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Today, RHÖN-KLINIKUMS AG ('RHÖN'), 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 RHÖN to HELIOS and related companies
('Transaction'). In the context of the transaction RHÖN 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, RHÖN will invest EUR10 million within the next five years.

RHÖN's hospitals located in Bad Neustadt, Bad Berka, Frankfurt (Oder), as
well as the university hospitals Gießen and Marburg are excluded from the
Transaction. After the completion of the transaction RHÖN 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 RHÖN 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 Länder (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 RHÖN 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 (Jahresüberschuss) 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. Rüdiger Merz
declared their resignation as members of the supervisory board with
immediate effect

Contact:

Dr. Kai G. Klinger
Head of Investor Relations
RHÖN-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
RHÖN-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

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Language: English
Company: RHÖN-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), München;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Stuttgart

End of Announcement DGAP News-Service

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