Fresenius SE annual general meeting approves single share class and new legal form – 17th consecutive dividend increaseMay 12, 2010
Bad Homburg v.d.H.
Fresenius SE shareholders today approved the conversion of all preference shares into ordinary shares along with a change of the company’s legal form into a partnership limited by shares − Kommanditgesellschaft auf Aktien (KGaA). At the company’s annual general meeting held today in Frankfurt am Main, a 98% majority of ordinary shareholders and a 94% majority of preference shareholders voted for the corresponding resolution from the company’s management and supervisory boards. All non-voting Fresenius SE preference shares will mandatorily be converted into voting ordinary shares at a 1:1 exchange ratio. The legal form of the company will be changed into a KGaA. The general partner of the KGaA will be a European company, Fresenius Management SE, wholly owned by the Else Kröner-Fresenius Foundation. The general partner’s management will be identical to Fresenius SE’s current executive team and will assume the management of Fresenius SE & Co. KGaA. The change of legal form and the actual share conversion are expected in or after the second half of 2010.
Ulf Mark Schneider, CEO of Fresenius SE, said the share conversion in conjunction with the new legal form will support the continued successful development of the company: “The creation of a single share class will enhance the attractiveness of Fresenius stock and further strengthen our position in the capital markets. At the same time, the company will continue to benefit from the ongoing and full support of the Else Kröner-Fresenius Foundation as a reliable long-term shareholder. Our corporate strategy and focus on profitable growth will remain unchanged.”
Based on the successful first quarter, Schneider also fully confirmed the company’s outlook for the current year: Sales growth in constant currency is projected to be in the 7 to 9% range. Adjusted net income* is expected to increase by 8 to 10% in constant currency. The company expects net income to be at the upper end of the range of its full-year guidance.
During the annual general meeting, Fresenius shareholders approved the 17th consecutive dividend increase with a majority of over 99%. Ordinary shareholders will receive € 0.75 per share (2008: € 0.70) and preference shareholders will receive € 0.76 per share (2008: € 0.71). This is an increase of 7%. The total dividend distribution is € 121.8 million (2008: € 113.6 million).
Since the term of office of the current Fresenius SE supervisory board members ends upon the change of the legal form, the annual general meeting also had to appoint shareholder representatives to the supervisory board of Fresenius SE & Co. KGaA. Professor Michael Albrecht, Professor Roland Berger, Dr. Gerd Krick, Klaus-Peter Müller, Gerhard Roggemann and Dr. Gerhard Rupprecht were elected to the board, which will continue to consist of six shareholder and six employee representatives.
At the company’s annual general meeting, 88% of the ordinary share capital and 62% of the preference share capital were represented. A shareholder majority of over 99% approved the actions of both the management and supervisory boards in 2009.
Net income attributable to Fresenius SE; adjusted for the effects of mark-to-market accounting of the mandatory exchangeable bonds (MEB) and the contingent value rights (CVR) related to the acquisition of APP Pharmaceuticals. Both are non-cash items.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2009, Group sales were approximately €14.2 billion. On March 31, 2010, the Fresenius Group had 132,242 employees worldwide.
For more information, visit the company’s website at www.fresenius.com.
Neither this document nor the information contained herein constitutes an offer to sell or the solicitation of an offer to buy any securities. A public offer of shares in the company is not intended.
This document does not constitute an offer document or an offer of transferable securities to the public in the United Kingdom to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom (“FSMA”) applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the transaction. This document is being communicated only to: (i) persons who are outside the United Kingdom; (ii) persons who are members of the company and falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) (iii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Order; or (iv) high net worth companies, unincorporated associations and other bodies who fall within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. No part of this document should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the company.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g., changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Board of Management: Dr. Ulf M. Schneider (President and CEO), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Supervisory Board: Dr. Gerd Krick (Chairman)
Coporate Head Office: Bad Homburg, Germany
Commercial Register: Bad Homburg, HRB 10660
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