BAD HOMBURG, Germany,
August 7, 2017 /PRNewswire/ --
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 labour 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
http://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
http://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 http://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 http://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.
Media Contact:
Fresenius Medical Care Group
Joachim Weith
T: +49-6172-609-2101
joachim.weith@fresenius.com
Fresenius Medical Care North America
Katherine Dobbs
T: +1-781-699-9039
Katherine.dobbs@fmc-na.com
Contact for analysts and investors:
Dr. Dominik Heger
T: +49-6172-609-2601
dominik.heger@fmc-ag.com
NxStage Contact:
Kristen K. Sheppard, Esq.
T: +1-978-332-5923
ksheppard@nxstage.com
http://www.freseniusmedicalcare.com