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2. Acquisitions, divestitures and investments

ACQUISITIONS, DIVESTITURES AND INVESTMENTS

The Fresenius Group made acquisitions and investments of €1,612 million and €644 million in 2011 and 2010, respectively. Of this amount, €1,397 million was paid in cash and €215 million was assumed obligations in 2011.

Fresenius Medical Care

In 2011, Fresenius Medical Care spent €1,429 million on acquisitions, primarily for acquisitions of International Dialysis Centers, the dialysis service business of Euromedic International, and American Access Care Holdings, LLC, which operates vascular access centers, and for loans provided to, as well as the purchase of a 49% ownership of, the related party Renal Advantage Partners, LLC, the parent company of Renal Advantage, Inc., a provider of dialysis services.

In December 2010, Fresenius Medical Care announced a renal pharmaceutical joint venture between Fresenius Medical Care and Galenica Ltd., Vifor Fresenius Medical Care Renal Pharma Ltd. (VFMCRP), to develop and distribute products to treat iron deficiency anemia and bone mineral metabolism for pre-dialysis and dialysis patients. Closing in the U.S. occurred at the end of 2010. In the fourth quarter of 2011, VFMCRP received approval from the responsible European Union antitrust commission and formal closing occurred on November 1, 2011. After closing in the European Union, VFMCRP now operates worldwide, except for in Turkey and Ukraine, where antitrust approval has not yet been granted.

Further acquisition spending related mainly to the purchase of dialysis clinics.

In the year 2010, Fresenius Medical Care spent €596 million, primarily for acquisitions of dialysis clinics, the formation of VFMCRP, the acquisition of licenses and the acquisition of Gambro’s peritoneal dialysis business outside the United States.

Fresenius Kabi

Fresenius Kabi spent €11 million on acquisitions in the year 2011, mainly for compounding companies in Germany.

In the year 2010, Fresenius Kabi spent €31 million on acquisitions, mainly for the purchase of the cas central compounding baden-württemberg GmbH, Germany and the Fortuna Herstellung GmbH, Germany.

Fresenius Helios

In 2011, Fresenius Helios spent €45 million on acquisitions, mainly for the acquisition of 51% of the share capital in the Katholisches Klinikum Duisburg GmbH, Germany, in December 2011 and for the acquisition of the Gesundheitszentren Landkreis Rottweil GmbH, Germany, in May 2011. Furthermore, Fresenius Helios made an additional purchase price payment for the HELIOS St. Marienberg Klinik Helmstedt GmbH, Germany.

In 2010, Fresenius Helios spent €13 million on acquisitions, mainly for the purchase of the Kreiskrankenhaus St. Marienberg in Helmstedt, Germany and medical centres.

Fresenius Vamed

In the years 2011 and 2010, Fresenius Vamed did not make any material acquisition.

Corporate/Other

In November and December 2011, Fresenius SE & Co. KGaA purchased 1,399,996 ordinary shares of Fresenius Medical Care AG & Co. KGaA. Therefore, the voting rights in Fresenius Medical Care AG & Co. KGaA increased to 30.74% at December 31, 2011. A total of 3.5 million shares shall be acquired.

Furthermore, in the first quarter of 2011, in the segment Corporate/Other, the remaining shares of HELIOS Kliniken GmbH, Germany, were acquired for a purchase price of €54 million.

IMPACTS ON FRESENIUS GROUP’S CONSOLIDATED FINANCIAL STATEMENTS RESULTING FROM ACQUISITIONS

In the fiscal year 2011, all acquisitions have been accounted for applying the purchase method and accordingly have been consolidated starting with the date of acquisition. Each single acquisition is not material. The excess of the total acquisition costs over the fair value of the net assets acquired was €1,057 million and €480 million in 2011 and 2010, respectively.

The purchase price allocations are not yet finalized for all acquisitions. Based on preliminary purchase price allocations, the recognized goodwill was €931 million and the other intangible assets were €126 million. Of this goodwill, €822 million is attributable to the acquisitions of Fresenius Medical Care, €14 million to Fresenius Kabi’s acquisitions and €95 million to the acquisitions of Fresenius Helios.

The acquisitions completed in 2011 or included in the consolidated statements for the first time for a full year, contributed the following amounts to the development of sales and earnings:

€ in millions 2011
Sales 178
EBITDA 25
EBIT 19
Net interest 14
Net income attributable to Fresenius SE & Co. KGaA 6

€ in millions 2011
Sales 178
EBITDA 25
EBIT 19
Net interest 14
Net income attributable to Fresenius SE & Co. KGaA 6

The acquisitions increased the total assets of the Fresenius Group by €1,442 million.

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