Fresenius SE / Acquisition 07.07.2008 Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE/DISTRIBUTION IN THE UNITED STATES Fresenius Kabi to acquire APP Pharmaceuticals entry into North American I.V. generics market provides excellent growth opportunities Fresenius Kabi, a business segment of the health care group Fresenius, has signed definitive agreements to acquire APP Pharmaceuticals, Inc. APP is a leading manufacturer of intravenously administered generic drugs (I.V. generics) in North America. The company is listed on the NASDAQ Stock Market. APP shareholders will receive a Cash Purchase Price of US$ 23.00 per share and a registered and tradeable Contingent Value Right (CVR) that could deliver up to US$ 6.00 per share, payable in 2011, if APP exceeds a cumulative adjusted EBITDA target for 2008 to 2010. Based on the Cash Purchase Price, the transaction values the fully diluted equity capital of APP at approximately US$ 3.7 billion. Fresenius expects the acquisition to be neutral to EPS in the first year and clearly accretive from the second year onwards. The acquisition is an important step in Fresenius Kabis growth strategy. Through the acquisition of APP, Fresenius Kabi enters the U.S. pharmaceuticals market and achieves a leading position in the global I.V. generics market. This North American platform provides further attractive growth opportunities for Fresenius Kabis existing product portfolio. APP focuses on I.V. generics for hospital use and distributes its products in the U.S. and Canada. The company employs around 1,400 people and has state-of-the-art production facilities in Illinois, New York and Puerto Rico as well as a subsidiary in Toronto, Canada. With a portfolio of more than 100 products, comprising drugs for oncology, intensive care, anaesthesia, analgesia as well as drugs for the treatment of infections, APP holds an important position in the North American hospital market. The company has a strong drug registration pipeline covering all of its product segments. In 2007, APP achieved sales of US$ 647 million and an adjusted EBITDA of US$ 253 million. The companys latest published guidance for 2008 forcasts sales in a range of US$ 730 million to US$ 750 million and an adjusted EBITDA in a range of US$ 285 million to US$ 300 million. As part of this transaction APP will merge with a U.S. subsidiary of Fresenius Kabi. The definitive agreements include a written consent and voting agreement with Dr. Patrick Soon-Shiong, APPs founder and shareholder of over 80 % of the outstanding stock. The transaction has been approved by APPs Board of Directors. Following the closing of the transaction, Patrick Soon-Shiong will serve as a non-executive director on the Board of Fresenius Kabis U.S. holding company. In this role, he will continue to contribute to the companys strategic development. It is planned to finance the acquisition with a mix of debt and equity, targeted to minimize the impact on Fresenius SEs credit ratings. However, given Fresenius rapid progress in de-levering since 2006, the largest portion of the financing will consist of debt instruments. Financing commitments for the total amount have been received from Deutsche Bank, Credit Suisse and JP Morgan. Details of the financing plan will be published in the coming weeks. Deutsche Bank acts as Global Coordinator of the financing and as sole M&A advisor to Fresenius. The transaction is subject to certain closing conditions, including regulatory approvals, and approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Fresenius anticipates closing the transaction at the end of 2008 or beginning of 2009. EPS: before one-time transaction-related depreciation charges and assuming a 2008 closing. Adjusted EBITDA: EBITDA before one-time expenses and stock-option expenses, as published by APP in Form 8-K, March 10, 2008, as of Dec 31, 2007. The Management Board Bad Homburg v.d.H., July 7, 2008 End of note DGAP 07.07.2008 --------------------------------------------------------------------------- Language: English Issuer: Fresenius SE Else-Kröner-Straße 1 61352 Bad Homburg v.d.H. Deutschland Phone: +49 (0)6172 608-2485 Fax: +49 (0)6172 608-2488 E-mail: ir-fre@fresenius.com Internet: www.fresenius.com ISIN: DE0005785638, DE0005785604 WKN: 578563, 578560 Indices: MDAX Listed: Regulierter Markt in Frankfurt (General Standard), München, Düsseldorf; Freiverkehr in Berlin, Hamburg, Stuttgart; Terminbörse EUREX End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Fresenius SE: Fresenius Kabi to acquire APP Pharmaceuticals
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