German health-care company Fresenius SE & Co. KGaA (FRE.XE, FSNUY) said Friday its takeover bid of 3.1 billion euros ($3.9 billion) for clinic operator Rhoen-Klinikum AG (RHK.XE, RKAGY) failed, after too few shares were tendered to reach the 90%-plus-one-share threshold by this week's deadline.
Fresenius said 84.3% of Rhoen-Klinikum shares were tendered. In the deal, Fresenius aimed to merge Rhoen-Klinikum with its hospital unit Helios, which would have created the largest hospital operator in Germany with EUR6 billion in revenue. According to Fresenius, the combined market share would have been about 8% of the total EUR77 billion German hospital market.
"We remain convinced of the merits of combining Rhoen-Klinikum with Helios, and will assess our options in the coming days," the company said.
The deal was expected to fail after Asklepios Kliniken GmbH said Wednesday it increased its stake in Rhoen-Klinikum to 5.01%, greatly diminishing Fresenius's chance of reaching the threshold. Asklepios, a privately held medical-care company, said it will keep its options open regarding Rhoen-Klinikum but considers itself "a long-term oriented company."
Fresenius said Asklepios's purchase of a stake in Rhoen-Klinikum disrupted its offer. "We very much regret that the proposed transaction was blocked, without providing a constructive alternative," it said.
In addition to hospital operations, Fresenius is also active in biotechnology, infusion therapy and nutrition, spas and health-care centers. It is the main shareholder in Fresenius Medical Care AG & Co. KGaA (FMS, FME.XE), a provider of products and services for patients with kidney failure.
Fresenius announced its offer of EUR22.50 per share April 26, and the tender period began May 18. Despite setting a high bar for 90% acceptance, Fresenius was confident at first, garnering the support of Rhoen-Klinikum's executive and supervisory boards in May. The offer expired Wednesday.
Fresenius conducted a capital increase in May ahead of the expected takeover. "Fresenius will use the additional financial resources over the medium term to complement its strong organic growth with targeted acquisitions," it said Friday.
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