SCHAUMBURG, Ill. --(Business Wire)-- APP Pharmaceuticals, Inc., formerly traded on the NASDAQ Capital Market under the symbol APPX, today announced that Fresenius Kabi, a business segment of Fresenius SE, has completed its acquisition of APP. The official close date is September 10, 2008.
Fresenius Kabi has stated that the acquisition is an important step in its growth strategy. Through APP, Fresenius Kabi enters the U.S. pharmaceuticals market and achieves a leading position in the global I.V. generics industry.
Dr. Ulf Mark Schneider, Chairman of the Management Board of Fresenius SE, said: "We are pleased to be able to complete this major transaction in a very short time. Now we are focused on successfully integrating APP and further developing the business. Fresenius and APP share a deep commitment to highest-quality products and medical excellence."
"For the past ten years APP has provided injectable pharmaceutical products of the highest quality to patients in the acute care setting," said Patrick Soon-Shiong, M.D., founder of APP and former Chairman of the Board. "The company has achieved significant and consistent growth over that time and earned a well deserved reputation for quality, dedication to patient care, innovation and reliability. Our success is a tribute to the hard work and commitment of our employees and partners and we are grateful for their many efforts and support over the years.
"By joining forces with Fresenius Kabi we have a unique opportunity to bring together two successful businesses, with complementary philosophies, cultures and business models," continued Soon-Shiong. "The combined expertise and expanded infrastructure will help to ensure that we can realize our commitment to patient care on a global basis. We look forward to working closely with Fresenius as we aim to achieve our respective growth strategies."
Dr. Soon-Shiong noted that APP will operate as the North American platform for Fresenius Kabi and its products will continue to be sold under the "APP Pharmaceuticals" brand name. Additionally, he will become a member of the Fresenius Kabi Board of Directors.
The closing follows completion of the U.S. Federal Trade Commission's (FTC) review of the acquisition. The FTC granted early termination of the waiting period under the Hart-Scott-Rodino Act without conditions. Earlier, German antitrust authorities had also approved the transaction.
Fresenius Kabi announced the agreement to acquire Schaumburg, Illinois-based APP Pharmaceuticals, Inc., on July 7, 2008. Under the terms of the agreement, Fresenius acquired the outstanding common stock of APP for $23.00 in cash per share (the "Cash Purchase Price") plus a contingent value right ("CVR") that could deliver up to an additional $980 million, or $6.00 per share in cash, if the financial results of the company meet certain targets (payable in Q2 2011).
Fresenius Group expects to consolidate APP Pharmaceuticals in its financial statements as of September 1, 2008.
About Fresenius SE
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2007, group sales were approximately EUR 11.4 billion. On June 30, 2008 the Fresenius Group had 117,453 employees worldwide. For more information visit the company's website at http://www.fresenius.com.
About Fresenius Kabi
Fresenius Kabi is the leader in infusion therapy and clinical nutrition in Europe and in its most important countries of Latin America and Asia Pacific. Fresenius Kabi's core product range includes infusion solutions for fluid substitution, blood volume expansion and parenteral nutrition, as well as products for enteral nutrition. Furthermore, the company provides concepts for ambulatory health care and is focused on managing and providing home therapies. With its philosophy "Caring for life" and a comprehensive product portfolio, the company aims at improving the quality of life of patients all over the world. On June 30, 2008 the company had 18,323 employees. In 2007, Fresenius Kabi achieved sales of EUR 2,030 million and an operating profit of EUR 332 million. Fresenius Kabi AG is a 100 % subsidiary of the health care group Fresenius SE.
About APP Pharmaceuticals, Inc.
APP is a fully-integrated pharmaceutical company that develops, manufactures and markets injectable pharmaceutical products with a primary focus on the oncology, anti-infective, anesthetic/analgesic and critical care markets. The company offers one of the most comprehensive product portfolios used in hospitals, long-term care facilities, alternate care sites and clinics within North America and manufactures a comprehensive range of dosage formulations.
The statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this news release include statements regarding the closing of the transaction, the result of the review of the transaction by various regulatory agencies; existing and possible future litigation relating to the transaction, our expectations, beliefs, hopes, goals, intentions, initiatives or strategies. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, the availability and pricing of ingredients used in the manufacture of pharmaceutical products and the ability to successfully manufacture products in a time-sensitive and cost effective manner. Additional relevant information concerning risks can be found in the APP, Inc. Form10-K for the year ended December 31, 2007 and other documents the company has filed with the Securities and Exchange Commission.
In connection with the proposed merger, Fresenius Kabi Pharmaceuticals Holding, Inc. and APP have filed relevant materials with the SEC, including a registration statement that contains a joint prospectus and information statement. Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. Investors and security holders may obtain these documents free of charge at the SEC's website at http://www.sec.gov. Investors and security holders are urged to read the joint information statement/prospectus and the other relevant materials before making any investment decision with respect to the proposed merger.
The information contained in this news release is as of the date of this release. Neither Fresenius nor APP assumes any obligation to update any forward-looking statements contained in this press release as the result of new information or future events or developments.
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