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
WALTHAM, Mass.--(BUSINESS WIRE)--
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
"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 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.
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.
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
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
View source version on businesswire.com: http://www.businesswire.com/news/home/20170806005050/en/
Fresenius Medical Care North America
Katherine Dobbs, +1
Dr. Dominik Heger, +49 6172 609-2601
K. Sheppard, Esq., +1 978-332-5923
Source: Fresenius Medical Care
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