March 30, 2010
Fresenius proposes simplification of its share structure by converting all preference shares into ordinary shares in combination with a change of the company's legal form into a KGaA
The management and supervisory boards of Fresenius SE have unanimously resolved today to propose at its annual general meeting on May 12, 2010, the conversion of all preference shares into ordinary shares in combination with a change of the company's legal form into a partnership limited by shares – Kommanditgesellschaft auf Aktien (KGaA).
Ulf Mark Schneider, CEO of Fresenius SE: "With the creation of a single share class we will further strengthen Fresenius' position in the capital markets and increase the trading liquidity of our shares. This will enhance the attractiveness of Fresenius stock for the benefit of all investors. We will maintain our high standards of corporate governance and transparency."
The unified share structure is expected to have a positive effect on Fresenius' position in the German DAX30 index (Deutscher Aktienindex). The index currently only includes the preference shares and therefore just 50% of the company's share capital.
Under the terms of the cashless transaction, all non-voting preference shares in Fresenius SE will mandatorily be converted into voting ordinary shares at a 1:1 exchange ratio and the legal form of the company will be changed into a KGaA. The total share capital will remain unchanged. Following the conversion, each share will carry one voting right.
The proposed legal form of a KGaA enables Fresenius to achieve the benefits of a single share class, while maintaining the control position of the charitable Else Kröner-Fresenius Foundation. The foundation currently holds approximately 58% of the ordinary shares in Fresenius SE. The general partner of the KGaA will be a European company, Fresenius Management SE, a wholly-owned subsidiary of the 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 KGaA legal form builds on the successful model created by Fresenius Medical Care in 2005.
The Else Kröner-Fresenius Foundation has informed the company that it will endorse the resolution and retain its shareholding in Fresenius. The foundation has been a reliable shareholder with a long-term interest in the development of Fresenius, contributing to a stable shareholder structure. The foundations' right to act as the general partner is tied to a holding of more than 10% of the share capital of Fresenius SE & Co. KGaA.
Conversion into a KGaA will neither lead to a liquidation of the company nor to the formation of a new legal entity. There will be no change of control. In addition, the change of the legal form does not result in any negative tax consequences for Fresenius.
Commerzbank and Morgan Stanley are advising Fresenius on this transaction.
Annual General Meeting
At the annual general meeting on May 12, 2010, the ordinary and preference shareholders will be asked to approve the conversion of preference shares into ordinary shares in combination with the change of the company's legal form into a KGaA. The agenda will be available as from March 31, 2010 on the company's web site www.fresenius.com, under the section Investor Relations / Annual General Meeting.
Conference Call
A conference call to inform about the transaction will be held on March 31, 2010, at 1:30 - 2:15 p.m. CEDT / 7:30 a.m. EDT. All analysts and investors are invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com / Investor Relations / Presentations. A replay will be available on our web site shortly after the call.
Glossary for Kommanditgesellschaft auf Aktien (KGaA):
A Kommanditgesellschaft auf Aktien is a partnership limited by shares. The KGaA has two groups of shareholders: the personally liable general partner on the one hand and limited liability shareholders on the other. The limited liability shareholders have an interest in the stated share capital and, as in the case of other publicly quoted companies, are not personally liable for the debts of the company.
Informationen zur Else Kröner-Fresenius-Stiftung im Internet unter www.ekfs.de.
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.