Context

Asklepios and RHÖN founder Eugen Münch (together with Ingeborg Münch and HCM SE) agreed to pool their combined RHÖN shareholdings — representing nearly 50% of the capital — into a newly created joint venture. Under the terms of the agreement, the Münch family contributed approximately 7.6% of RHÖN shares directly into the joint venture and sold approximately 12.4% of RHÖN shares to Asklepios, which contributed these together with its existing RHÖN stake into the joint venture. Simultaneously, Asklepios announced a voluntary public tender offer for all remaining outstanding RHÖN shares at €18.00 per share in cash, subject solely to antitrust clearance and with no minimum acceptance threshold. Shares acquired through the tender offer will also be contributed into the joint venture, which is expected to hold at least approximately 49% of RHÖN's share capital post-closing. RHÖN will remain an independent company following the transaction. The strategic rationale centres on combining Asklepios's operational expertise and scale with RHÖN's Campus model and university hospital platform, unlocking network medicine, digital innovation, and new integrated care models across Germany.

Target

RHÖN-KLINIKUM AG is a leading German private hospital group. The group operates healthcare facilities across Germany, with a distinctive strategic positioning built around its innovative "Campus" concept — a pioneering model for integrated and digitally-networked healthcare services bringing together multiple care disciplines under one roof. RHÖN's most significant asset is the Universitätsklinikum Gießen-Marburg (UKGM), one of Germany's most important university hospital complexes in terms of medical research and academic teaching. The group has been a key driver of the modernisation and opening of the German hospital market over the past decades.