Acquisition of NxStage Medical, Inc. would:
- position Fresenius Medical Care as a
global leader in home dialysis
- establish U.S. presence in the
critical care space
- further enhance clinical outcomes
and patient empowerment
- support strategic initiative of
vertical integration and Care Coordination
Fresenius Medical Care, the world’s largest provider of dialysis
products and services, has signed an agreement to acquire NxStage
Medical, Inc., (NxStage) (Nasdaq:NXTM) a U.S.-based medical
technology and services company.
NxStage, which just like Fresenius Medical Care North America,
has its headquarters in the Boston, Massachusetts area, was founded
in 1998 and has approximately 3,400 employees. It develops,
produces and markets an innovative product portfolio of medical
devices for use in home dialysis and in the critical care setting.
In 2016, NxStage delivered USD 366 million in revenue.
Fresenius Medical Care intends to acquire all outstanding shares
of NxStage through a merger for USD 30.00 per common share, thus
the transaction would be valued at approximately USD 2.0 billion.
The merger, which has been approved by NxStage’s board, is subject
to approval of NxStage stockholders, receipt of regulatory
approvals and other customary closing conditions. Fresenius Medical
Care currently expects the closing to occur in 2018.
“The acquisition supports our 2020 strategic initiative of
driving growth in the core business with innovation, better
clinical outcomes through Care Coordination and improving the
patient experience,” said Rice Powell, Chairman and CEO of
Fresenius Medical Care. “Combining our two companies would
strengthen and diversify our business in the U.S. and help meet the
evolving needs of our patients.”
This acquisition enables Fresenius Medical Care to further
leverage its manufacturing, supply chain and marketing competencies
across the dialysis products, services and care coordination
businesses in a less labor- and capital-intensive care setting.
“The combination of Fresenius Medical Care’s industry leadership
with NxStage’s innovative products and employees has the potential
to significantly advance the standard of care for patients around
the world,” said Jeff Burbank, Founder and CEO of NxStage Medical,
Inc. “Fresenius Medical Care would like us to continue doing what
we do best, and a lot more of it. I strongly believe our
opportunities would be greater working together for the benefit of
patients, customers and shareholders.”
“Home dialysis is a critical component of renal care, and this
acquisition would help us accelerate growth and innovation in this
important modality,” said Bill Valle, CEO of Fresenius Medical Care
North America. "I look forward to teaming up with Jeff Burbank and
his highly talented team to transform the delivery of home dialysis
care in the U.S.”
The transaction would be cash and debt financed. An initial net
cost synergies potential of approximately USD 80 to 100 million
p.a. before tax over three to five years is expected. Integration
cost of around USD 150 million in the first three years from
announcement are assumed. Fresenius Medical Care expects the
acquisition to be accretive to net income and EPS within three
years from closing.
Conference call
Fresenius Medical Care will hold an analyst conference call to
discuss the acquisition of NxStage on August 7, 2017, at 2.00p.m.
CEDT/ 8.00 a.m. EDT. An alternative opportunity to discuss the
acquisition in a conference call, will be on August 9, 2017, for
analysts at 2.00p.m. CEDT/ 8.00 a.m. EDT and for investors at
2.30p.m. CEDT/ 8.30 a.m. EDT. The company invites investors to
follow the live webcast of the call at the company’s website
www.freseniusmedicalcare.com in the “Investors/Events” section. A
replay will be available shortly after the call.
About Fresenius Medical Care
Fresenius Medical Care is the world's largest provider of
products and services for individuals with renal diseases of which
around 3 million patients worldwide regularly undergo dialysis
treatment. Through its network of 3,690 dialysis clinics, Fresenius
Medical Care provides dialysis treatments for 315,305 patients
around the globe. Fresenius Medical Care is also the leading
provider of dialysis products such as dialysis machines or
dialyzers. Along with the core business, the company focuses on
expanding the range of related medical services in the field of
Care Coordination. Fresenius Medical Care is listed on the
Frankfurt Stock Exchange (FME) and on the New York Stock Exchange
(FMS).
For more information visit the Company’s website at
www.freseniusmedicalcare.com.
BofA Merrill Lynch is serving as exclusive financial advisor to
Fresenius Medical Care.
About NxStage
NxStage Medical, Inc. (Nasdaq: NXTM) is a leading medical
technology company, headquartered in Lawrence, Massachusetts, USA,
that develops, manufactures and markets innovative products for the
treatment of end-stage renal disease (ESRD) and acute kidney
failure. NxStage has also established a small number of dialysis
clinics committed to the development of innovative care delivery
models for patients with ESRD. For more information on NxStage and
its products and services, please visit the Company's website at
http://www.nxstage.com and www.nxstagekidneycare.com.
Piper Jaffray is serving as exclusive financial advisor to
NxStage.
Disclaimer Regarding Forward-Looking Statements
This release contains forward-looking statements, including
statements regarding Fresenius Medical Care’s planned acquisition
of NxStage Medical, Inc., the expected timing of the closing of the
transaction, the synergies expected to be achieved from the
transaction, and the expected benefits to Fresenius Medical Care’s
business, product offerings and profitability and other expected
financial impacts of the transaction. Actual results could
differ materially from those expressed or implied in these
forward-looking statements due to certain factors, including, among
others: the failure or inability of either Fresenius Medical Care
or NxStage Medical, Inc. to satisfy closing conditions or obtain
approvals necessary to close the transaction; unexpected costs or
delays associated with efforts to obtain the regulatory or other
approvals necessary to close the transaction; risks associated with
litigation or regulatory actions related to the transaction;
unanticipated difficulties and expenditures in connection with
integration programs; customer and shareholder reaction to the
transaction; significant transaction costs and assumption of
unknown liabilities; changes in business, economic and competitive
conditions; regulatory reforms; foreign exchange rate fluctuations;
risks and uncertainties in litigation or investigative proceedings,
whether or not related to the transaction; and the availability of
financing. These and other risks and uncertainties are detailed in
Fresenius Medical Care AG & Co. KGaA's reports filed with the
U.S. Securities and Exchange Commission. Fresenius Medical Care AG
& Co. KGaA does not undertake any responsibility to update the
forward-looking statements in this release.
Important Information for Investors and Security Holders
This communication may be deemed to be solicitation material in
respect of the proposed merger of NxStage with Broadway Renal
Services, Inc., a wholly-owned subsidiary of Fresenius Medical Care
Holdings, Inc. In connection with the proposed merger, NxStage
intends to file relevant materials with the U.S. Securities and
Exchange Commission (SEC), including a preliminary proxy statement
on Schedule 14A. Following the filing of a definitive proxy
statement, NxStage will mail the definitive proxy statement and a
proxy card to each stockholder entitled to vote at the special
meeting relating to the proposed merger. INVESTORS AND SECURITY
HOLDERS OF NXSTAGE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE PROPOSED MERGER THAT NXSTAGE WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT NXSTAGE AND THE PROPOSED MERGER. The
preliminary proxy statement, the definitive proxy statement and
other relevant materials in connection with the proposed merger
(when they become available), and any other documents filed by
NxStage with the SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC or by
sending a request to NxStage’s Investor Relations Department at
NxStage Medical, Inc., 350 Merrimack St., Lawrence, MA 01843.
NxStage and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from NxStage’s
stockholders with respect to the proposed merger. Information about
NxStage’s directors and executive officers and their ownership of
NxStage’s common stock is set forth in NxStage’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, which was
filed with the SEC on February 28, 2017, and NxStage’s proxy
statement for its 2017 Annual Meeting of Stockholders, which was
filed with the SEC on April 27, 2017. Information regarding the
identity of the potential participants, and their direct or
indirect interests in the merger, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the proposed
merger.
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version on businesswire.com: http://www.businesswire.com/news/home/20170806005050/en/
Fresenius Medical Care North AmericaKatherine Dobbs, +1
781-699-9039Katherine.dobbs@fmc-na.comorAnalysts and
InvestorsDr. Dominik Heger, +49 6172
609-2601dominik.heger@fmc-ag.comwww.freseniusmedicalcare.comorNxStageKristen
K. Sheppard, Esq., +1 978-332-5923ksheppard@nxstage.com
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