November 15, 2005
Fresenius fixes final subscription prices for new shares
Today, the Management Board of Fresenius AG, with the approval of the Supervisory Board, has fixed the subscription prices for the new shares at € 93 per ordinary share and € 102 per preference share. The preliminary subscription prices were € 86 per ordinary share and € 93 per preference share. 4,700,000 new ordinary shares and 4,700,000 new preference shares will be issued.
As already announced, the new ordinary shares and preference shares will be subscribed by the members of an underwriting syndicate led by Deutsche Bank as the Global Co-ordinator and Dresdner Kleinwort Wasserstein and WestLB as Joint Bookrunners in line with market practice. They have the obligation to offer the new ordinary shares to the existing ordinary shareholders and the new preference shares to the existing preference shareholders of Fresenius AG at a subscription ratio of 9:2. For a residual amount of up to 108,635 bearer ordinary shares and up to 108,635 bearer preference shares the subscription rights were excluded. Due to the positive market reception, Fresenius AG expects to generate approximately € 900 million of proceeds.
The Else Kröner-Fresenius-Stiftung has sold a limited number of Fresenius shares prior to the subscription period. The proceeds from this disposal and the additional investment already announced in the amount of € 100 million will allow the Else Kröner-Fresenius-Stiftung to fully exercise the subscription rights from its remaining shares.
The subscription period is expected to run from November 17 to November 30, 2005. The trading in the subscription rights is expected to be established during the period from November 17 to November 28, 2005. The new shares are expected to be delivered and included in the quotation of the shares of Fresenius AG at the Frankfurt, Munich and Düsseldorf stock exchanges on December 1, 2005. The shares have full dividend entitlement for 2005.
NOT FOR RELEASE / DISTRIBUTION IN THE UNITED STATES
THIS RELEASE IS FOR INFORMATION PURPOSES ONLY AND MAY NOT BE FURTHER DISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.
This release does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Fresenius AG ("Fresenius") or any present or future member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Fresenius or any member of its group or any commitment whatsoever. In particular, this release is not an offer of securities in the United States of America (including its territories and possessions), and securities of Fresenius may not be offered or sold in the United States of America absent registration under the Securities Act of 1933 (which Fresenius does not intend to effect) or an exemption from registration.
The information contained in this release is for background purposes only and is subject to amendment, revision and updating. Certain statements contained in this release may be statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties. In addition to statements which are forward-looking by reason of context, including without limitation, statements referring to risk limitations, operational profitability, financial strength, performance targets, profitable growth opportunities, and risk adequate pricing, as well as the words "may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, or continue", "potential, future, or further", and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements as a result of, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of Fresenius. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Fresenius does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release.