Ambulant Intensive Care in Germany - An analysis from an M&A (mergers and acquisitions) perspective Authors: Günter Carl Hober and Martin E. Franz ...

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Ambulant Intensive Care in Germany - An analysis from an M&A (mergers and acquisitions) perspective Authors: Günter Carl Hober and Martin E. Franz ...
Ambulant Intensive Care in Germany
An analysis from an M&A (mergers and acquisitions) perspective
Authors: Günter Carl Hober and Martin E. Franz
Oct. 2016
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   Team. We are looking forward to your feedback and a mutual exchange.

   Günter Carl Hober                      Frank Herrmann
   Dipl.-Kfm. / MBA                       MBA
   Managing Partner und                   Associate
   Head of Healthcare M&A Europe          Team Healthcare M&A Europe

   Tel.: +49 (89) 809 53 63-0             Tel.: +49 (89) 809 53 63-0
   g.hober@conalliance.com                f.herrmann@conalliance.com

   www.conalliance.com

CONALLIANCE                                                 2                     M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
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   CONALLIANCE Munich, October 2016

CONALLIANCE                                                                3                               M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Please note also:

   Due to confidentiality reasons significant parts of this report have been blacked, edited and shortend.
   We kindly ask for your understanding.

CONALLIANCE                                           4                     M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Part I
        Market Model

CONALLIANCE            5   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Summary „Market Structure & Patients“

1. The focus of this analysis is set on the ambulatory care and             growth rates can be identified in Germany.
   ambulatory intensive care market.                                  6.    In Germany approximately 700 thousand people are being
2. The German ambulatory intensive care market is a                         cared for by ambulatory care services. Only               of
   specialized niche market embedded in a tight service                     these are ambulatory intensive care patients.
   network,                                                           7.    The patient base in the German ambulatory care market is
   • regulated by a social code and care legislation, as well               expected to grow at an annual rate of      % until 2030. The
       as federal state specific legislation,                               largest growth rate is forecasted for the ambulatory service
   • paid by health insurance and long term care insurance                  patient base.
   • Serviced by medical and therapeutical service                    8.    The number of ambulatory care patients has grown in
       providers and product suppliers.                                     recent years at      % annually. The number of ambulatory
3. The patient is normally referred into the system by                      intensive care patients has
   stationary acute care.                                                               .
4. The number of total inhabitants in Germany decreases               9.    Experts differ strongly in their view on effective growth
   annually by 0.4% until 2060. The number of inhabitants                   rates for the future.
   aged 65 to 80 and 80+, who are most likely to need care,           10.
   grows during the same time period by 0.2% and 1.5%
   respectively. Hence the group of people who are potential
   patients grows.                                                    11.
5. The total number of long-term care patients is

                                  The majority of ambulatory          12.
   care patients have a low Care Level (Care Level I represents
     % in 2013). However, some regional difference between

CONALLIANCE                                                       6                             M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Market Structure

              7    M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Market segmentation

The focus of this        Industry                                                         German health care services market
analysis is set on the
                         General markets                          Nursing care                       Hospitals            Practitioners            Pharmacies
ambulatory care and
                         Market                                         Ambulatory care                                           Stationary care
ambulatory intensive
                         Sub segments                        Nursing care                Intensive         Residential            Day/night          Holiday care /
care market.                                                                                care           community                care             care assistance

                         Patient target group                        Children                               Adults                         Elderly people

                         Service provider company size                 Small                              Medium                                 Large
                         Level of specialisation                Intensive Care only             Intensive Care & Nursing Care              Nursing Care only

                         Indications                                   COPD                                   ALS                                Other

                         Main legislation                             SGB V                                 SGV XI                            SGB V + XI

                         Admission                            MDK assessment and local                                                            MDK
                                                                                                     Medical doctor and MDK
                                                                    practitioner

                         German nursing care market is a growing subsegment of the                    level of specialization (i.e. are they exclusively providing nursing
                         German health care service industry. German nursing care                     care or intensive care or are they providing both). The ambulatory
                         represents 18 % of the total German health care spending. All non            care services in focus are governed by the German code of social
                         hospital care services are encompassed in this market segment.               law. (SGB V and SGB XI) Social code V regulates admission and
                         Stationary care services such as nursing care homes are not part of          payments of German health insurance, social code XI regulates
                         the market assessed in this study. Ambulatory care services such as          admission and payments of German long term care insurance.
                         intensive care and general ambulatory care as well as day care               Admission to payments of health insurance is restricted by medical
                         services are the focus of the following analysis. Care providers can         doctor prescription, access to long term care insurance payments
                         be segmented according to their main target group (children,                 is regulated by an MDK assessment (“Medizinischer Dienst der
                         adults, elderly), its company’s size (small, medium, large) and the          Krankenkassen” – medical service of German health insurance).

CONALLIANCE                                                                    8                                      M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Market participants of the ambulatory intensive care service

                                                                Health                Long term        Social

                                               Payors
The German ambulatory                                         insurance             care insurance    welfare
intensive care market is
                            Social
a specialized niche         code V
market embedded in a
tight service network:                                           §                        §
ambulatory intensive                                         Social code V           Social code XI
care is
• based on social code
   and care legislation,                       Patientflow
   as well as federal
   state specific
   legislation
• paid by health             Patient     Hospital
   insurance and long                                                                                       This information is
   term care insurance
• supported by medical
                                                        Rehab
                                                        clinic
                                                                          Weaning                           no part of the
                             Relatives
   and therapeutical
   service providers, as
                                                                                                            publically available
   well as                                                                                                  internet document
• medical and
   pharmaceutical
   suppliers
                                              Medical
                                              pharma
                                              supply

The patient is referred
into the system by         Care
stationary acute care.     legislation
                           I, II, III
                                                                                                                              Source: own analysis, Conalliance7732

 CONALLIANCE                                                                   9                                M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Patients

           10   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
The total number of inhabitants decreases in Germany, the age group 65+ grows

The number of total         Prognosis of German inhabitants (base case) by age group
                            (in 1000)
inhabitants in
                                                                                                                                                        CAGR
Germany decreases                                                                    CAGR: -0,4%
                                                                                                                                                      2013 - 2060
annually by 0.4% until             80.766              81.435               79.230
                                   4.364                5.915                                    75.964
2060. The number of                                                          6.215                                   71.903
                                   12.486                                                        7.794                                    67.564
inhabitants aged 65 to                                 12.430                                                         9.798
                                                                            15.579                                                         8.821           +1.5%
                                                                                                 15.385
80 and 80+, who are                                                                                                  12.940
                                                                                                                                          13.468           +0.2%
most likely to need
care, grows during the             49.232              48.775
                                                                            43.595                                                                         -0.8%
                                                                                                 40.213              37.736
same time period by                                                                                                                       34.347
0.2% and 1.5%
respectively.
                                   14.684              14.315               13.841               12.572              11.429               10.928           -0.6%

                                    2013                2020                  2030                 2040               2050                 2060
                                        under 20 years          20 to 65 years          65 to 80 years        80+ years

                            In a base case prognosis German population is forecast to shrink        80 years of age is growing during this time at an annual rate of
                            from 2020 onwards from 81.4 mill. inhabitants to 67.5 mill.             1.5%.
                            inhabitants. Base case does only account for minor immigration and      The likelihood to need intensive care increases strongly with age.
                            stable birth rates.                                                     According to first findings and expert interviews, 50% of all
                            During this period the age groups below 65 years are continuously       intensive care patients are 70+ years of age.
                            shrinking in number. The age group 65-80 is growing between 2013
                            and 2060 with an annual growth rate of 0.2%. The age group above

CONALLIANCE              Source: Bundesgesundheitsberichterstattung           11                                   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
A study of intensive care patients by age

A study by AOK North      Distribution of intensive care patients by age
shows that more than
  % of all ambulatory
intensive care patients
are

                                                  This data is no part of the publically
                                                      available internet document

                              2007                2008                2009                2010            2011           2012
                            0-19 years      20-49 years      50-69 years      70+ years

                          Source: own analysis Conalliance 2016, Drucksache 6/2054 Landtag MV, 2012

CONALLIANCE                                                            12                             M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
The number of long-term care patients is growing - ambulatory patients represent the majority
of long term care patients
                                                                                                                                     Number of ambulatory care
The total number of                                                                  Total number of long-term                       patients with long-term care
long-term care                      Total number of long-term                        care patients – split by type                   insurance support (by Care
                                    care patients                                    of care                                         Level)
patients is
                                    (in mill. patients)                             (in thousand patients)                            (in thousand patients)
                 %,
ambulatory patients
                                                   +XX%                                                                                                XX%
represent     % of the
long term care nursing
market patients. % of                                                                                                                       This data is no part of
                                         This data is no part of                                                                                the publically
all ambulatory                               the publically                                                    In total, mill.                available internet
patients are kids.                         available internet                                                  patients are                       document
                                               document                                                        entitled to receive
The majority of                                                                                                ambulatory care
                                                                                                               support
ambulatory care
patients have a low                  1999 a        2013 a       2030 e                         2013 a                                       2013                  2015
                                                                                             Stationary
Care Level (Care Level I                 Adults        Kids                                                                                         CL 0       CLII
                                                                                             Family
                                                                                                                                                    CL I       CL III
represents    % in                                                                           Professional ambul. serv.
2013).
                                                                                       SOURCE A; xyz                                      SOURCE B: xyz

                           The number of patients financed by long term care insurance has grown          for by an ambulatory care service. In 2013 only           children ( %)
                           annually between 1999 and 2013 by %. Until 2030 the increase of long           were classified as care patients of the long term care insurance.
                           term care patients is forecasted to grow at an annual rate of %                Almost two thirds of ambulatory care patients had a care level I
                           In 2013 almost       % of all long term care patients were receiving           classification ( %), almost % had a care level II and still % of
                           stationary care services.       % or         Million patients received         ambulatory care patients had care level III.
                           ambulatory care support. % of all long term care patients were cared

CONALLIANCE                                                                    13                                      M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Development of patients cared for by ambulatory care service 1999 - 2013

                          Patients of ambulatory services
The number of
                                                             SH       14.239
ambulatory care                                                       14.752
                                                                                                  8.965
                                                                       16.492            MV
                                                                       16.751                      11.504
patients has grown
                                     HB       4.545                                                 13.817                              Total # of patients cared for
between 1999 and                               5.373                                                   19.060                           by ambulatory services
                                                5.927
2013 steadily in all                             6.476         HH        11.480
                                                                                                                18.437
                                                                         12.202                                                         1999:             415.199
federal states.                                                           12.747                                 20.682
                                               NI    40.421
                                                                           14.480                                 22.863                2013:             615.846
However, some                                         47.398                                            BE         27.769               CAGR:             + 2,9%
regional difference can
                                                       55.764                        ST
                                                         67.997
                              NW         93.916
                                                                                         14.198                 BB    15.443
be identified.                                                                            17.011                       18.689
                                         94.187                                                                                         Fastest growth:
                                                                                           19.602                       22.662
                                         106.832
                                                                                             23.031                       29.391        Mecklenburg-
                                           131.431
                                                              HE                                                                        Vorpommern        + 5,5% CAGR
                                                                29.506
                                                                                TH                      SN       29.971
                                              17.578                                       12.185                31.510
                                              18.804
                                                                30.712                      14.390                                      Slowest growth:
                                                                 35.660                                          32.810
                                               19.991                                        16.740                 43.359              Schleswig-
                                                                   44.605
                                    RP           25.125                                        20.958                                   Holstein        + 1,2% CAGR

                                         SL
                              5.249
                              5.300                       BW                                      56.658
                               5.865                      42.408                         BY       60.529
                                 7.230                     47.083                                  69.776
                                                           46.684                                   74.852
                                                             63.331

                              Source: XXXXXXXXXX , 2016                     1999           2003         2007         2013
CONALLIANCE                                                                         14                                       M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Private operators care for                of all ambulatory care patients

The ambulatory care          Total number of ambulatory long-term care patients                     Total number of ambulatory long-term care
                             – split by type of service provider                                    CHILDREN patients – split by age
market is mainly
serviced by private and      (2013 figures)                                                         (2013 figures)

non-profit providers.        TOTAL:                                                                  TOTAL:

Two thirds of kids
cared for by
ambulatory care
services are up to five               This data is no part of                                                        This data is no part of
                                          the publically                                                                 the publically
years of age.                           available internet                                                             available internet
                                            document                                                                       document

                                       Public providers                                                        New Born                6-12 years
                                       Non-profit companies                                                    Sucking babies          13-18 years
                                       Private companies                                                       1 - 5 years             >18 years

                          The private German ambulatory operators care for            % of all    by provate operators is expected to be well above % of the total
                          ambulatory care patients. The non-for-profit providers care for         market.
                          almost the same number of patiens,         % of all patients. Public    Of all ambulatory cared for children, sucking babies and the age
                          providers play a minor role with only       % of the total patients     group 1 to 5 year olds represent                     patients.
                          group. In the intensive care sector, the number of patients cared for

CONALLIANCE                                                                    15                               M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Almost 700 thousand ambulatory care patients, intensive care patients represent % of all
ambulatory care market patients

In Germany                  Ambulatory nursing care patients vs intensive                                         Interviews concerning number of
approximately 700           care patients                                                                         ambulatory intensive care patients

thousand people are
                                                                                                                  Interviews with clinical doctors in charge for
being cared for by
                                                 CAGR:        %                                                   non hospital artificial ventilation suggest:
ambulatory care                                                                          CAGR:
services. Only                                                                              %                     • The number of new cases has grown
                                                                                                                    substantially over the last few years.
       of these are
ambulatory intensive                                                                                              • Expert estimations about annual cases
                                           This data is no part of                                                  differ strongly.
care patients.                                 the publically
The number of                                available internet                                                   • Interviewees have stated new annual
                                                 document                                                           cases of between 1.000 and 10.000.
ambulatory care
patients grows. The
                                       2013                         20161)
number of ambulatory
                                   Intensive care patients             Other care Patients
intensive care patients
also grows.
Experts differ strongly
                          All numbers about patients in the ambulatory intensive care market are          registered, hence these numbers are based on various expert estimates.
in their view on          not statistically registered. The data about relevant patients can only be      The number of patients cared for by ambulatory care services has
                          obtained in expert interviews and by own calculation. All public statistics     increased during recent years at an annual rate of  %. During this time
effective growth rates.   end at the level of ambulatory care patients, most statistics end in the        the number of intensive ambulatory care patients – based on expert
                          year 2013.                                                                      estimation – has grown at an comparable annual rate of %.
                          The total number of ambulatory intensive care patients is not officially

                          Source: own analysis Conalliance 2016,             2016,                         , 2016, expert interviews
                          1) Estimate based on figures „GKV Spitzenverband 2016“:               % p.a. growth rate (2014-2015) of ambulatory care patients in long term care
CONALLIANCE                                                                       16                                   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
The patient base of ambulatory care services is expected to grow at an annual rate of                                                                %

The patient base in the      Growth prognosis for the care market by type of care provider 2013 to
german ambulatory            2030 (base case)
                             (mill. patients)
care market is
expected to grow at an
                               ambulatory service                              CAGR: XX%
annual rate of       %
until 2030. The largest
growth rate is
forecasted for the                         family care                                      CAGR: XX%               This data is no part of
                                                                                                                        the publically
ambulatory service                                                                                                    available internet
patient base.                                                                                                             document

                                            stationary                            CAGR: XX%

                                                   total                                                                            CAGR: XX%

                                                                                    2013         2030

                                    The German long term care market is expected to grow at an           growth rates, stationary care grows on market average of   %
                                    annual rate of     % until 2030. The highest annual growth is        annually .
                                    expected in the area of professional ambulatory care (ambulatory
                                    care services) ( % annual growth rate). Family care has the lowest

                          Source:
CONALLIANCE                                                                        17                               M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Suppliers

            18   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Summary Suppliers

1. The ambulatory care market is mainly serviced by private                6. Ambulatory care services offer on average the same
   and non-profit providers.                                                  services of SGB V and SGB XI, % still offer additional
2. The German ambulatory care service market grows at an                      assistance to care services.
   annual rate of       %. Of the total number of               (in        7. The number of residential communities for intensive care
   2016) ambulatory care services, approximately               are            patients has seen a strong development during the last few
   specialized intensive care services. Child care services are a             years. Between January 2015 and July 2016, the number of
   small niche market segment. Only % of the specialized                      total places available has doubled. However there are
   intensive care services are child care services.                           strong regional differences. Strongest growth rates can be
3. The total number of ambulatory care services has grown in                  seen     in   Rheinland-Palatinate    and    Mecklenburg-
   Germany between 1999 and 2013. However, the trend                          Vorpommern, minor reduction in places has happened in
   differs strongly between federal states. In some federal                   Bremen and Hamburg.
   states – such as                                   - the total          8.
   number of ambulatory care services has reduced, In
              the total number is stable. In        for instance,
   the number of services has grown strongly. Exceptional
   developments 1999-2013 with regard to the number of                     9.
   ambulatory care service providers:
    • Fastest growth:               % CAGR
    • Strongest decline:                  % CAGR                           10.
4. In 2013 the ambulatory care service market is dominated
   by private providers, representing             of all services.
5. There are strong differences in size between the different
   provider types, on average the private providers are little             11.
   more than half of the size (patient base) of non-for-profit
   providers. One quarter of ambulatory care services cares
   for    or less patients. Mainly the larger care services have
   gained size since 2007.
CONALLIANCE                                                           19                          M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
2% of all ambulatory care services are intensive care service providers, child care ambulatory
services account for 1,3% of total ambulatory care suppliers

The German
                                                                                           # of ambulatory nursing care                 Avg. # of patients per
ambulatory care             # of ambulatory nursing care                                   service providers for CHILD                  ambulatory nursing care
service market grows        service providers                                              CARE                                         service provider
at an annual rate of
   %. Of the total                            CAGR XX%
number of                                                                                              CAGR XX%
ambulatory care                                                             2016: XXX
                                                                            Child Care
services, approxi-                                                          service                                                        This data is no part of
mately        are                    This data is no part of                providers
                                                                                                                                               the publically
                                         the publically                     = XXX% of
                                                                                                                                             available internet
specialized intensive                  available internet                   total
                                                                            ambulatory                                                           document
care services. Child                       document
                                                                            nursing care
care services are a                                                         providers

small niche market                   2013                     2016                              2001      2013       2016                    2013         2016
segment. Only        % of              Intensive care providers                                      Child Care specialists                   Intensive care patients
the specialized                        Other care providers                                          Adult & Child Care                       Other care Patients
intensive care services
                            The number of ambulatory care services has grown substantially at an        depend on expert estimates. Experts estimate a total number of
are child care services.    annual rate of    % since 2013. Of the        ambulatory care services      ambulatory intensive care services. This represents % of the total
                            that were registered in 2013, approximately         had at least            ambulatory care service market. Of these               services have
                            ambulatory intensive care patient.                                          specialized on child care.
                            The total number of ambulatory intensive care services is not being
                            registered in official statistics, hence numbers about these services

                            Source:                2016,                , 2016, expert interviews
                            1) Estimate:         patients,        intensive care providers

CONALLIANCE                                                                      20                                 M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Number of ambulatory care services 1999-2013, strong regional differences

                           # of ambulatory service companies
The total number of
                                                                                439
ambulatory care                                               SH              354                         398
                                                                                                          382
                                                                               402
                                                                                                          406
services has grown in
                                     HB          126
                                                                               399
                                                                                                           438                              Total # of ambulatory
                                                                               407
                                                                                                           452
German between 1999                             116
                                                113                                        MV                                               services
                                                109
and 2013. However,                              111            HH              343                                 310
                                                                              314                                   374                     1999:              10.820
the trend differs                                                              334                                   431
                                              NI       926                     343                                     524
                                                                                                                        567
                                                                                                                                            2013:              12.745
strongly between                                                               342
                                                        998                                                BE                               CAGR:              1,2%
                                                       1.112
federal states. In some                                  1.189
                                                                                       ST
                                          NW             1.231                                  481               BB            516
federal states – such                      2.205                                                460                             502         Exceptional developments
                                          2.004                                                  492                            548
                                          2.136                                                  521                                        Fastest growth:
as Saarland, Schles-                       2.309                                                  534
                                                                                                                                 598
                                                                                                                                            Berlin             +4,4% CAGR
                                                                                                                                  641
                                            2.377             HE
wig-Holstein - the total
                                                                     860
                                                                                     TH                    SN          845
                                                                                                                                            Highest decline:
number of ambulatory                            411                                         371                        892
                                               376                   787                    362                         972                 Saarland           - 2,2% CAGR
                                               390                    901                    389                       1.005
care services has
                                    RP           446                  1.002                  411
                                                                                             417
                                                                                                                        1.052
                                                 451                  1.066
reduced, In Hamburg
the total number is                      SL
                                  153
stable. In Berlin for            131
                                                       BW                                               1.591
                                115                        845                             BY           1.583
instance, the number            116                          984                                         1.778
                                112                         1.010                                        1.829
of services has grown                                        1.110                                       1.845
                                                             1.140
strongly.

                               Source: Pflegereport 2016         1999          2003         2007           2011     2013

CONALLIANCE                                                                           21                                         M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Private operators dominate the ambulatory care service market with a large number of small
services
In 2013 the                Ambulatory care services by provider                                         Average # of ambulatory care
                           type                                                                         patients per provider
ambulatory care
                           (2013 figures)                                                              (2013 figures)
service market is
                                TOTAL:
dominated by private
providers, representing
two thirds of all                                                                                                   This data is no part
services.                       This data is no part of                                                              of the publically
There are strong                    the publically                                                             available internet document
                                  available internet
differences in size                   document
between the different
provider types, on
average the private
                                 private companies                public providers
providers a little more                                                                                      private          non-profit           public
                                 non-profit companies                                                      companies          companies           providers
than        of the
number of non-for-
profit providers.         The German ambulatory care services are mainly run by private          care patients. (see above)
                          operators. In 2013 they have the largest number of care services       On average the private ambulatory care services are smaller in size.
                          and represent % of all ambulatory care services. Non-for-profit        On average they service     patients, as opposed to       patients
                          providers have        % of all ambulatory care services. Only   % of   cared for by non-for-profit providers. Public operators have an
                          all services are run by public operators.                              average size of patients per care service.
                          However, private operators only care for         % of all ambulatory

                           Source: XXXXXXXXXX , 2016
CONALLIANCE                                                                     22                                 M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
The ambulatory market is fragmented, the larger services have grown during recent years

                              Split of ambulatory care services by                                     Services provided by ambulatory care
One quarter of                number of patients cared for 2013                                        services 2007 vs 2013
ambulatory care                                  Growth rate
                                                 since 2007
services cares for     or
                                                 XX%
                                                                                                                                                        This data is no part of
less patients.                Growth rate                                                            other ambulatory services
                                                                                                                                                            the publically
Mainly the larger care        since 2007                                                                                                                  available internet
                              XX%                                                                                                                             document
services have gained                                                                                  SGB XII assistance to care
                                                           This data is no part of
size since 2007.                                               the publically
                                                             available internet
The ambulatory care         Growth rate                          document                                                 SGB V
                            since 2007
services offer on           XX%
average the same                                                                                                         SGB XI
services of SGB V and                                                                                                          This data is no part of the publically available
SGB XI,   % still offer                                                                                                          0% 20% internet
                                                                                                                                              40% 60% document
                                                                                                                                                           80% 100% 120%

additional assistance                 01-10         16-20         26-35         51-70          101-150                              2007      2013

to care services.                     11-15         21-25         36-50         71-100         151+

                                Almost half of ambulatory care services ( %) care for                   have          in number. This suggests first consolidation trends
                                patients in 2013. One third of care services ( %) care for or less      All ambulatory care services offer SGB XI (long term care insurance)
                                patients. Only          of care services reach a size of   or more      services in 2013. The number ambulatory health care services
                                patients cares for.                                                     offering health insurance financed services (SGB V) has grown
                                Since 2007 especially the larger ambulatory care service providers      slightly since 2007. By 2013 % as opposed to % in 2007.

                                Source: Trendbericht Altenpflege 2015

CONALLIANCE                                                                       23                                   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Strong increase in capacities of intensive care at residential communities compared to total number
of citizens
                           Intensive care capacity at residential communities          Intensive care capacity at residential
The number of              (# of places - split by state)                              communities (# of pl. per 100 k citizens)
residential
communities for                   Baden-Württemberg
intensive care patients                        Bayern
has seen a strong                               Berlin
development during
                                         Brandenburg
the last few years.
Between January 2015                          Bremen

and July 2016 the                            Hamburg
number of total places                         Hessen
available has
                            Mecklenburg Vorpommern
                                       Niedersachsen
                                                          This data is no part of the publically
                                Nordrhein Westfahlen          available internet document
        However there                  Rheinland Pfalz
are strong regional                          Saarland
differences. Strongest
                                              Sachsen
growth rates can be
seen in                                Sachsen-Anhalt
                                    Schleswig-Holstein
               , minor                      Thüringen
reduction in places
have happened in                                         Total 2015:   XXX   2015   2016       Ø 2015: Ø 2016:
                                                         Total 2016:   XXX                      XXX     XXX

                          Source: pflegemarkt.com
                                                                       24
CONALLIANCE                                                                                M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Health Expenditures

              25      M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Summary Health Expenditures

1. Overall German health care expenditures have grown since
   2010 at 3.1% annual growth rate. During the same time
   ambulatory care expenditures have also grown, at a similar
   rate of 3.2% annual growth rate.                                  9.
2. German long term care insurance expenditures have grown
   since 2000 at      % annual growth rate. During the same
   time ambulatory care service expenditures (SGB XI) have
   also grown, at same rate of         % annual growth rate          10.
   (Stronger annual growth than overall ambulatory care
   expenditures).
3. Total ambulatory care service expenditures (SGB XI and SGB
   V) amounted to Bill EUR in 2015. These are the total              11.
   expenditures for all ambulatory care services.
4. Experts estimate expenditures for ambulatory intensive
   care of bill EUR ( % of all ambulatory care expenditures)         12.
5. Yearly health expenditures per person grow at an annual
   rate of     %. The highest health care expenditures per
   person relate to the age group 85+ years.
6.                                                                   13.

7.                                                                   14.

8.

CONALLIANCE                                                     26         M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
The overall German health care expenditures have been growing at a steady pace, total ambulatory
care expensitures have grown at % annual growth rate since 2010
Overall German health     Health Expenditures 2010 - 2014
                          (in bill. €)
care expenditures have
grown since 2010 at                                                           CAGR: XX%                                                     This data is no part of
                                                                                                                                                the publically
   % annual growth                                                                                                                            available internet
rate. During the same                                                                                                                             document
time ambulatory care
                                                                                                                                                               Thereof
expenditures have also                                                                                                                                         nursing
                                                                                                                                             CAGR:
                                                                                                                                              XX%              services:
grown, at a similar
                                                                                                                                                               XXX
rate of   % annual
growth rate.

                                2010                  2011                      2012                   2013                   2014

                              Invest                       Medical services                    Food / Accommodation        Transportation
                              Preventional Measures        Therapeutical / Care Services       Goods                       Administration

                          German long term care insurance is guided by the core principle           are medical costs. The overall care market represents one sixth
                          „ambulatory care before stationary care“. The German health               (    %) of the total German health care spending’s.
                          ministry has declared this principle as the main guideline for the        The ambulatory care market spending is growing at a simila growth
                          nursing care market development. In 1995, with introduction of            rate than the overall health care market. However it has
                          the long term care insurance, this principle has continuously been        continuously been growing between 2010 and 2014 at an annual
                          implemented in all laws concerning health care.                           rate of %.
                          German health care spending’s have developed since 2010 at an
                          annual rate of    %. Main growth driver for increased spending’s

                         Source:                2016 , „                , 2016“ / „                            2015“
                                                                                                            M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
CONALLIANCE                                                                    27
Expenditures long term care insurance are part of German health care spendings, all health care
spendings have grown
                         Long-term Care Insurance Expenditures - split by cost types
German long term         (annual spendings in bill. €)
care expenditures have
grown since 2000 at                                                                                                                                         CAGR
                                                                                    CAGR: XX%                                                               2000-2015
   % annual growth
                            This data is no part of
rate. During the same           the publically                                                                                                              Stationary
time ambulatory care          available internet                                                                                                            Expenditure:
                                  document
service expenditures                                                                                                                                             XX%
(SGB XI) have also
grown, at same rate of   Stationary                                                                                                                       Total Ambulatory:
                         total
   % annual growth                                                                                                                                              XX%
rate (Stronger annual                                                                                                                                      Ambulatory
                         Ambulatory                                                                                                                        Services:
growth than overall
                         total
                                                                                                                                                                 XX%
ambulatory care
expenditures).                                    2000                                  2014                                 2015
                                                  Stationary Care                          Ambulatory Services                         Appliances
                                                  Financial support ("Pflegegeld")         Day/night/exceptional nursing care          Other

                          German long term care insurance has payed in 2014       Bln Euros      services has grown at an compound annual rate of             %. The
                          for ambulatory care services. This represents with % of the total      growth for spending’s in ambulatory care services is higher than the
                          spending of the long term care insurance. This is the third larges     spending’s for stationary care services during the same time period.
                          area of spending’s of the long term care insurance.                    ( %)
                          Since 2000 German long term care spending’s for ambulatory care

                          Sources:                , 2016“; „GKV Spitzenverband, 2016“
CONALLIANCE                                                                  28                                  M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Expenditures for intensive care patients (2% of total ambulatory care patients) account for 33 % of
total ambulatory care expenditures

                            Ambulatory Care Service Expenditures - split by
Ambulatory care
                            SGB V / XI
service expenditures
                            (annual spendings in bill. €)
(SGB XI and SGB V)
amounted to          EUR
in 2015. These are the                           CAGR: XX%
total expenditures for
ambulatory care                                                                                            Ambulatory intensive care
services.                                                                                                  services account for
Experts estimate
expenditures for
                                            This data is no part of                                        ~     bill. EUR
                                                the publically                      t/o
ambulatory intensive                          available internet                    Ambulatory intensive
                                                  document                          care services
care of      EUR (      %
of all expenditures).

                                        2014                     2015                    2015
                                        Ambulatory Services SGB XI
                                        Ambulatory Services SGB V
                             German long term care insurance has payed in 2014          Euros     services has grown at an compound annual rate of             %. The
                             for ambulatory care services. This represents with % of the total    growth for spending’s in ambulatory care services is       than the
                             spending of the long term care insurance. This is the                spending’s for stationary care services during the same time period.
                             area of spending’s of the long term care insurance.                  ( %).
                             Since 2000 German long term care spending’s for ambulatory care
                             Sources:„XXXXXXXXXX , 2016“; „GKV Spitzenverband, 2016“, Expert interviews
CONALLIANCE                                                              29                                       M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Health expenditures grow strongly with age

Yearly expenditures        Yearly healthcare spending‘s by age group by
                           person 1)                                                                                                          CAGR 2002 - 2008
per person grow at an
annual rate of    %.                                                               XX%                                                               XX%
The highest health                                                                                                                                   XX%
care expenditures per                                                                                                                                XX%

person relate to the                                                                                                                                 XX%

age group 85+ years.
                                                                                                                                                     XX%

                                                                 This data
                                                                 is no part                                                                          XX%
                                                                   of the
                                                                 publically
                                                                  available
                                                                  internet
                                                                 document

                                      2002                          2004                         2006                             2008
                                     < 15 years          30 - 44 years        65 - 84 years   The official data for health care     to 84“ and „85 +“) account for the
                                                                                              spending‘s by age group are           highest health care spending‘s
                                     15 - 29 years       45 - 64 years        85 + years      dated, but give an indication for     per person. Growth rates of
                                                                                              an cost trend and relative costs      spending‘s per person were high
                                                                                              between the different age             in the age group 65-84 years of
                                                                                              groups.                               age (second highest growth rate).
                                                                                              The two growing age groups („65
                        1) Now more recent data available by German statistics office
CONALLIANCE             Source:                                          30                                  M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Indications

              31   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Summary Indications

1. The total number of clinics serving acute intensive care               6. To avoid bias, case study two (Linde company data) has not
   patients is            (CAGR:         %) between 2010 and                 been included into the market model base data.
   2014. However the total number of intensive care beds is
               (CAGR:        %) during the same time period.
   Also the number of cases with artificial respiration during
   intensive care has increased from 2010 to 2014 by             %
   annual growth.
2. The most relevant indications causing the need for
   ambulatory intensive care are Amyotrophe Lateral Sclerosis
   and COPD. Mostly chronical                  neurological and
   pneumological diseases can lead to ambulatory intensive
   care. These cases have grown in German hospitals at an
   annual rate of     % (until 2012) and      % in recent years.
3. Cases of tracheostomy have increased over time. The
   increased rates since 2008 are at around % annually.
4. COPD cases in German hospitals are expected to           at an
   annual rate of       % until 2030.         % of the registered
   cases are classified severe cases. These cases have a high
   likelihood to receive artificial ventilation (a main cause for
   ambulatory intensive care need).
5. Research identified          case studies about the disease
   structure of residents (patients) of ambulatory intensive
   care residential communities. Cases one and three are
   regionally focussed case studies, Case two has been
   initiated by                   Pneumological / lung diseases
   are number one cause for ambulatory intensive care need.

CONALLIANCE                                                          32                          M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Trend towards specialised clinics and ambulatory intensive nursing service

The total number of          Number of hospitals in Germany total / thereof intensive care
                                                                                                                                              CAGR
                             (2013 figures)                                                                                                 2010-2014
clinics serving
intensive care patients                                                                  XX%
                                                                                                                                             XX%
is declining (CAGR:
   %) between 2010                            This data is no part of
                                                  the publically
and 2014. However
                                                available internet
the total number of                                 document
intensive care beds is                                                                                                                       XX%
                                                                                                                                             XX%
increasing (CAGR:
   %) during the same
                                                                                                                                             XX%
time period. Also the
number of cases with
artificial respiration
                                      2010                       2011                 2012                    2013                   2014
during intensive care
                                    Total # of Hospitals
has increased from
                                    Hospitals with intensive care
2010 to 2014 by          %          # of Intensive care beds in Hospitals
annual growth.                      Number of cases with artificial respiration during intensive care (in thousand cases per year)

                              Source: XXXXXXXXXX , 2016
CONALLIANCE                                                                 33                              M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Most relevant clinical indications for ambulatory intensive care show significant increase

                          Hospital care cases
The most relevant
                          Main relevant diseases for ambulatory intensive care
indications causing the
need for ambulatory
                                                                                                                          XX%
intensive care are
Amyotrophe Lateral
Sclerosis, COPD.                        This data is no part of
                                            the publically
Mostly chronical                          available internet
neurological and                              document
                                                                            XX%
pneumological
diseases lead to
ambulatory intensive
care. These cases have
grown in German
hospitals at an annual
                             2005         2006         2007       2008            2009    2010     2011        2012       2013     2014
rate of
                                  ALS       Other Myopathies        Obstructive lung diseases
in recent years.
                            Main relevant diseases responsible for cases of ambulatory care services    CAGR 2005-2014
                            ALS                                                                                       %
                            Other Myopathies                                                                          %
                            Obstructive lung diseases                                                                 %

                          Source: Statistisches Bundesamt, Wiesbaden 2016
CONALLIANCE                                                              34                            M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Especially COPD is a growing disease, it is #4 of the most wide spread diseases

                           Clinical cases by Indication
COPD cases in German
hospitals are expected     COPD LUNG DISEASE
to grow at an annual
rate of        % until
2030.      % of the                                                CAGR: XX%

registered cases are
classified severe cases.
These cases have a
high likelihood to
                                                                 This data is no                                   Serious state
receive artificial                                                part of the                                      Total # of COPD cases
                                                                   publically
ventilation.
                                                                    available
                                                                    internet
                                                                   document

                                                2010                                    2030

                           Source: Statista.com, 2016; Lungeninformationsdienst, 2016
CONALLIANCE                                                                35                  M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Various indications trigger the need for patients for intensive care - Examples

              This chapter is no part of the publically available internet report

CONALLIANCE                                        36                   M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Underlying Assumptions
and First Results

of the ambulant intensive care market
value projection
                  37        M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Summary Assumptions underlying the calculation of market value projections
1. There are no official statistics about intensive ambulatory               of stay in ambulatory intensive care on average (also based
   care patients, services or expenditures. Therefore, the                   on expert interviews)
   approach chosen uses manifold sources of information to               8. Accomodation structure is assumed to change over time,
   either gain data points from which to further expand                      starting with Single accomodation share in 2013 as % of
   analysis or to prove previous assumptions or results from                 patients, Residential communities (2013:        %), and Child
   other steps of the analysis.                                              care (2013: %). It ends up with                    respectively
2. Research through various sources generated base                           in 2030.
   parameters: base prices, growth rates, etc.                           9. Furthermore, the calculation of the development of the
3. Market development was assessed in two scenarios,                         market is based on a set of various parameters:
   conservative and realistic. The underlying assumptions were                 a. Single service patients receive 24hrs of care service per
   taken from expert interviews as well as from research of                       day
   various other expert sources.                                               b. Patients in residential community accomodation
4. Key parameters are the annual increase in number of new                        receive 24 hrs of service, but share service personnel at
   cases through aging of population and impact of medical                        a ratio of    patients per service hour.
   progress. Taking into consideration information from                        c. Pricing is assumed to start with 2016 values as follows:
   experts, a                          cases per year and a    %                         € per hour for single care,      € for residential
   annual rate of further growth of new cases were assumed in                     care (taking into account assumed           care intensity
   the first year,                    over time                %                  ratio), € per hour for child care.
   increase in 2030.                                                           d. % inflation per year (baseed on medical inflation rates
5. The increase rates assumed are the result of expert                            in recent years)
   interviews (mainly medical doctors) revealing expert                        e. Regional factors – although to be considered in detailed
   estimates on the number of new cases in 2013 at between                        evaluation – were not taken into account in the first
                           cases per year.                                        round of market evaluation.
6. Age split of patients assumed with 0 – 19 years: %, 20 – 49           10. Consolidation of research results reveals an estimated
   years: %, 50 – 69 years: %, and 70 + year: % were                                  CAGR of the number of ambulant intensive care
   taken from a combination of various sources available.                   patients (around           patients – model realistic), leading
7. Panel mortality rate is assumed with         % of total # of             to a market volume CAGR of between          % and       % in the
   patients per year, constant until 2030, equalling        years           period between 2012 and 2025 (                              ).
CONALLIANCE                                                         38                          M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
A manifold variety of sources has been consulted to build a reliable model of the ambulant intensive
care market
There are no official
statistics about           • Official public data could be found for
intensive ambulatory
care patients, services               Historical demografic development and demografic forecast
or expenditures.                      Patient and ambulatory care service details for patients and services financed by long
The aproach chosen                     term care insurance
uses manifold sources
of information to either   • Other data base information and studies could be found on
gain data points, from
which to further expand               Future development of number of patients of long term care
analysis or to prove                  Number of child care patients and services
previous assumptiona                  Type of medical indications and age split cared for by intensive ambulatory care
or results from other                  services
steps of the analysis.
                           • Expert interviews and specialist literature has been drawn on

                                      Selected specialized information on ambulatory intensive care patients and services
                                      Forecast of ambulatory intensive care patient cases

                             Official
                             statistical
                             data

                                           Database   Interview

 CONALLIANCE                                                      39                       M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Calculation of patient cases / demand as hours of service required in Germany in ambulatory
intensive care

Research through                                 QUANTITIES                                                             PRICING
various sources
                        Market Growth Factors                                                                                      Pricing factors
generated base                                                                                         Prices 2016                 • Base Price per
                        Population Growth
parameters: base                                                # of Patients 2013
                        • Aging Population                                                            (hourly rates)                   accomodation type
prices, growth rates,   • Medical                                                                                                  • Inflation rate
etc.                       improvement                                                                                             • Other
                        • Panel mortality of                                                                                       • ….
                           existing cases

                        Market Structure                           # of Patients                 Prices 2013 – 2030
                        • Development of                            2013-2030                     •     Hourly rates
                          Accomodation Type                 •     By year                         •     By year
                          over time (2013-30)               •     By accomodation type            •     By accomodation type

                        Scope of hourly support
                        required
                        • Service hours per
                           case required - by
                           accomodation types             # of Service hours total
                        • Development over                  market 2014-2030
                           time                             •     By year
                                                            •     By accomodation type

                                                                               Total market 2014-2030
                                                            •     By year
                                                            •     By accomodation type

                        Sources of information       Information compilation method:           Result:
                        • Expert interviews          • Bottom-up calculation                   • Dynamic model with options to build Scenarios
                        • Various Statistics         • “Triangulation” with external expert
                        • Own calculation                sources
                                                                                                          M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
 CONALLIANCE                                                             40
This chapter is no part of the publically available internet report

CONALLIANCE                                   41                M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Market model
OPTION “A”: 2012 - 2025

- split by age cohorte –
Various combinations of parameters
“market growth rate” and “share of residential communities”

                                   55                M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
This chapter is no part of the publically available internet report

CONALLIANCE                                   56                M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Market model
OPTION “A”: 2012 – 2025

- split by accomodation type –
Various combinations of parameters
“market growth rate” and “share of residential communities”
                                  65                M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
This chapter is no part of the publically available internet report

CONALLIANCE                                   66                M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Part II
Regulatory Assessment

             77
Summary Regulatory (1/2)

1. Social Codes books V and XI are the basic laws for care in               this form of living in comparison to inpatient care.
   Germany                                                               6. With this package of measures, residential (intensive) care
2. SGB V rules all the provisions for public health insurance,              communities have been incentivized. This already led to a
   whereas SGB XI governs all the provisions for long term                  significant increase of residential (intensive) care
   care insurance.                                                          communities within recent years and we expect this trend
3. Social Codes books V and XI are modified and                             to continue – even at an increased level.
   complemented by a large number of laws and acts as e.g.               7. PSG II will change the current five care grades into three
   PSG I to III. PSG I is already in force, PSG II will come into           future care levels. Patients in need of care have a
   force on January 1, 2017 (and most propably also PSG III).               grandfathering, i.e. they will automatically pass from their
   PSG I to III mean a significant reform of the current law, and           current care grade into the new care level without further
   thus reform pressure for the years to come can be                        examination. There will be up to 500.000 new beneficiaries
   evaluated to be rather small and restrained. As a                        (estimate by Federal Ministry of Health), 60.000 of them in
   consequence planning security can be assessed as fairly                  facilities for disabled people. Moreover all new nursing
   high.                                                                    grades will grant higher monetary payments and
4. SGB XI – long term care insurance only finances a smaller                ambulatory care patient contribution in kind, than the
   portion of all ambulatory intensive care services. The cost              current cursing grades.
   for intensive care services is negotiated individually                8. According to experts, the next election result will not have
   between the health insurance of the patient and the                      a great impact on care politics. The program of the parties
   intensive care service provider for each and every case. For             differs in this policy field only in details.
   intensive care patients, the negotiated hourly rate must be           9.
   paid jointly by the public health insurance, the long-term
   care insurance and sometimes also by the patient himself
   (own contribution/ co-payment). This procedure is
   evaluated by politicians to be suboptimal, but there no
   reform concept has been presented lately.
5. Benefits for residential (intensive) care communities were               (next page)
   granted – also by PSG I to III – in order to support and favor
CONALLIANCE                                                         78                          M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Summary Regulatory (2/2)

9. action for the (next) federal government. At the same time                 intensive care) mean a regulatory challenge for care service
   it must be considered, that Germany is in a favorable                      providers, because of the different law in each federal
   current economic situation. If this current situation                      state.
   declines, there might be pressure on the public health               15.
   systems quickly.
10.Because of the fact, that cost for intensive care services is
   negotiated individually, the improvements in payments and
   contributions (mentioned before) do not have any direct              16.
   impact on the charges intensive care services may cash up,
   because of the individually set hourly rates, which are not
   directly affected by PSG. However the patient’s own
   contribution/ co-payment could decrease.                             17.
11. Future goals will become a professionalization of care in
    terms of management, planning, guidance and control. The            18.
    trend shows, that this professionalization should be
    implemented by the federal states individually.
12. Residential care communities (also intensive care) seem to
    be a future concept, because in general they decrease cost
    for health and care insurances and at the same time
    increase margins of care service providers (mostly by lower
    supervision ratio).
13. However, new single agreements for ambulatory intensive
    care                                                                19.
                                                 intensive care
    service providers through negotiation.                              20.
14. At the same time, residential care communities (also

CONALLIANCE                                                        79                             M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Overview of relevant German law in ambulatory care (excerpt)

Social Codes books V and                   Social code / Sozialgesetzbuch (SGB)
XI are the basic and thus
most important laws for

                            Original Law
                                                Sozial-        Sozial-
care                                         gesetzbuch      gesetzbuch
                                               (SGB V)        (SGB XI)

                                                                                       This information is
                                              1989             1995
                                                                                       no part of the
                                           1989
                                                                                       publically available
                                             Social codes
                                                             Social codes              internet document
                            Translation

                                                              (Long term
                                            (Public health
                                                                 care
                                              insurance)
                                                              insurance)

                            German ambulatory care market is governed by a             the most important of all applicable laws for
                            larger number of interlinked regulations. During           ambulatory care in Germany.
                            past almost 30 years the care relevant legislation         The care of the patient is divided into SGB V and
                            has been continuously supplemented by additional           SGB XI.
                            legislation.
                                                                                       SGB V summarizes all the provisions for public
                            The main       law is the social code        with          health insurance. It regulates access and financing
                            „Sozialgesetzbuch“ (relevant SGB V and XI), being          to medical services and service providers (next page)
CONALLIANCE                                                                       80               M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
Overview of relevant German law in ambulatory care (excerpt)

Social Codes books V and     ambulatory and stationary. The majority of              Familie und zivilgesellschaftliche Aufgaben, BAFzA).
XI are modified and          ambulatory intensive care services are reimbursed
                             by SGB V, health insurance.                             The PNG entered into force on October 30, 2012.
complemented by a large                                                              With the “Pflegeleistungs-Ergänzungsgesetz” from
number of laws and acts.     SGB XI – long term care insurance only finances a       2002 it complements the care insurance and has
                             smaller portion of all ambulatory intensive care        been extended through the PSG from 2015.
The cost for intensive are   services. The cost for intensive are services is
                             negotiated individually between the health
services is negotiated       insurance of the patient and the intensive care
individually between the     service provider for each and every case. This
health insurance of the      procedure is evaluated by politicians to be
patient and the intensive    suboptimal, but there has not been presented any
                             reform concept lately.
care service provider for
each and every case.         The „Pflegeweiterentwicklungsgesetz (PfWG)“ is a
                             so called „Artikelgesetz“, which influences and
                             changes several other laws, e.g. article 1 and 2 of
                             PfWG change the SGB XI, article 3, which comrises
                             the PflegeZG.

                             The PflegeZG allows employees to be released
                             from work duties for a limited time in order to care
                             for relatives in need of care, without suffering from
                             downsides or risks of jeopardising the employment
                             relationship. The FPfZG is a supplement to PfZG
                             and allows a limitation to 15 working hours/ week,
                             limited to two years. Half of the lost earnings are
                             covered by the government (Bundesamt für

CONALLIANCE                                                           81                         M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
SGB V

Social Codes book V     The Fifth Book of the Social Code (SGB V)             example, wound care, dressing changes,
governs public health   summarizes all the provisions for public health       medication administration, medical assistance,
                        insurance. The SGB V entered into force on 1          blood sampling, ostomy care, also: meshed vital
insurance               January 1989th.                                       signs monitoring, invasive / non-invasive
                                                                              ventilation).
                        The chapters are:
                                                                              According to § 106 SGB V Insurance companies
                        1.  General provisions                                and physicians' associations monitor the economic
                        2.  Insured persons                                   efficiency of medical care for outpatient services
                        3.  Health insurance benefits                         and assess the indications, effectiveness and
                        4.  Relationships of health insurance to care         quality of services provided.
                            providers
                        5. Experts for the Assessment of Developments in      In health insurance law, since 1994 the right of the
                            Healthcare                                        patient in need of care for full inpatient hospital
                        6. Organisation of health insurance                   treatment is granted only, if the treatment goal
                        7. Associations of sickness                           can not be achieved through partial inpatient, pre-
                        8. Financing                                          and post-inpatient or outpatient treatment
                        9. Medical service of the health insurance            including domestic Nursing (§ 39 Abs. 2 SGB V; §
                        10. Insurance and performance, data protection,       43 Abs. 1 SGB XI, “ambulant vor stationär”). The
                            data transparency                                 welfare law provides a number of benefits, to
                        11. Penalties and fines rules                         enable the patient to receive care in one's own
                        12. Reconciliation Regulations governing the          household (§§ 63 Satz 1, 64 - 66, 70 SGB XII). This
                            reunification of Germany                          principle has been confirmed by politicians within
                        13. Additional transitional provisions                the last couple of years, as e.g. recently by Federal
                                                                              Minister of Health Hermann Gröhe in 2015.
                        Patients in need of (intensive) care, who are cared   According to our analysis, there is no intention to
                        by an ambulant care service, can according to SGB     change this principle for the future.
                        V receive contributions for treatment care (for

CONALLIANCE                                                    82                         M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
SGB XI

Social Codes book VXI   The Eleventh Book of the Social Code (SGB XI)           The remuneration of outpatient care services and
governs public care     contains the rules for the social care insurance in     household assistance is based on uniform
                        Germany.                                                principles (§ 89 SGB XI). A differentiation in the
insurance                                                                       remuneration according to different payers is not
                        According to SGV XI patients in need of (intensive)     allowed. For these compensation agreements the
                        care, who are cared by an ambulant care service,        umbrella organizations of care funds have given a
                        can receive contributions for home care, as basic       recommendation shortly after introduction of
                        care and household assistance (basic care: as help      care.
                        washing, eating, dressing and undressing).
                                                                                If the patient has appointed an authorized care
                        Only those care service providers with a supply         service, it has to specify the content and extent of
                        contract with the care funds may render their           the services, including agreed compensation with
                        services at the expense of the long term care           the care in detail in a contract (§ 120 SGB XI).
                        insurance (§ 72 SGB XI).
                                                                                The care insurance pays for the consumption
                        To ensure efficient and effective nursing care, the     certain care aids, such as disposable gloves or
                        “Landesverbände” (national associations) of the         mouthguard. If the patient needs additional care
                        nursing care insurance have to enter into so called     aids, such as a walker, a bath lift or carephone the
                        “Landesrahmenverträge” (master agreements for           doctor can prescribe it. The insurance company
                        each state) together with the association of            bears the cost.
                        outpatient and stationary nursing facilities and
                        with the participation of the MDK (medical service      According to § 43 Abs. 1 SGB XI home care has to
                        of the health insurance), the Association of the        be vantage amongst inpatient care: The goal of the
                        local social welfare institutions and the association   care insurance is primarily to support home care,
                        of private health insurance ( § 75 SGB XI). This is     so that patients can remain in their home
                        directly binding on the care funds and eligible care    environment as long as possible. Home and short-
                        services.                                               time care take precedence over inpatient care.

CONALLIANCE                                                     83                          M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
SGB XI: Benefits for residential (intensive) care communities

Adjustments of Social        Patients with care level, who are living in a          By these measures, residential (intensive) care
Codes book XI favor and      residential care community, have the same rights       communities are given advantages to the
                             to care services as people who are cared for at        stakeholders: On the one hand, the dependency
support care                 home (eg. as care allowance, care benefits in kind,    between the patient and the care provider is
communities, which leads     care aids, short-term care, etc.).                     reduced, patients can save money and live in an
to a win-win-situation for                                                          environment together with people, who are
patients, intensive care     In addition, each group member (precondition           affected by the same obstructions and handicaps.
                             care level > “0 with limited everyday skills“) will    On the other hand, care providers could currently
providers and (public        receive per month € 205 Euro (from January 1,          increase their margins because of operational
care) insurance              2017 214 Euro) according to § 38a SGB XI               savings (i.e. better relation between labor cost and
                             (requirements for these additional services, please    work input because of an advantageous care
                             see § 38a SGB XI).                                     ratio). And at the same time, public care insurance
                                                                                    benefits from lower hourly rates (also because of
                             Additionally each patient in a residential             the advantageous care ratio).
                             (intensive) care community receives a onetime
                             payment        amounting      to  4.000        Euro    With this package of measures, residential
                             (“Wohnumfeldverbessernde Maßnahmen“). This             (intensive) care communities have been
                             grant is limited to a maximum of 4 persons per         incentivized. This already led to a significant
                             residential (intensive) care community, i.e. a total   increase     of    residential   (intensive)   care
                             of 16.000 Euros.                                       communities within recent years and we expect
                                                                                    this trend to continue – even at an increased level
                             Usually there are more cost advantages to a            (please find more detailed information on this
                             residential care community: Costs for domestic aid     topic in the „market chapter“ ).
                             can be shared and typically rental costs and
                             incidental expenses are lower in a residential
                             community, than for a one- or two-bedroom
                             apartment.

CONALLIANCE
Overview of Landesrahmenverträge according to § 75 Abs. 1 SGB XI

                                                        full-time institutional                 part-time institutional
State law modifies and               Federal state                                                                        ambulatory care     Short-term care
                                                                 care                                    care
compliments federal law.                             Rahmenvertrag für das Land Baden-
                            Baden-Württemberg        Württemberg - 09.07.2002
Thus regulation is
different in (almost) all   Bayern                   Rahmenvertrag für das Land Bayern

                                                     Rahmenvertrag für das Land Berlin -
states within Germany.      Berlin                   01.10.2011

                                                     Rahmenvertrag für das Land Brandenburg -
                            Brandenburg              01.05.1997

                                                     Rahmenvertrag für das Land Bremen -
                            Bremen                   01.08.1997

                                                     Rahmenvertrag für die Freie und
                            Hamburg                  Hansestadt Hamburg - 17.11.2009

                            Hessen
                                                     Rahmenvertrag für das Land Hessen -
                                                     01.05.2009                                           This information is
                            Mecklenburg-             Rahmenvertrag für das Land Mecklenburg-
                            Vorpommern               Vorpommern - 01.07.2009
                                                                                                          no part of the
                                                                                                          publically available
                                                     Rahmenvertrag für das Land Niedersachsen
                            Niedersachsen            - 01.01.2001

                            Nordrhein-Westfalen
                                                     Rahmenvertrag für das Land Nordrhein-
                                                     Westfalen - 01.10.1999                               internet document
                                                     Rahmenvertrag für das Land Rheinland-
                            Rheinland-Pfalz          Pfalz - 01.01.2007

                            Saarland                 Rahmenvertrag in Saarland - 01.01.2011

                                                     Rahmenvertrag im Freistaat Sachsen -
                            Sachsen                  01.06.2012

                                                     Rahmenvertrag in Sachsen-Anhalt -
                            Sachsen-Anhalt           01.08.2004

                                                     Rahmenvertrag für das Land Schleswig-
                            Schleswig-Holstein       Holstein - 01.07.1996

                            Thüringen                Rahmenvertrag Thüringen - 21.10.1998

CONALLIANCE                                                                                85                             M&A ADVISORS FOR THE HEALTHCARE INDUSTRY
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