The change of Fresenius SE's legal form into a KGaA* in combination with the conversion of all preference shares into ordinary shares is expected to be registered with the commercial register on January 28, 2011 and will thereby become effective. The ordinary shares of Fresenius SE & Co. KGaA are scheduled to commence trading on January 31, 2011.
With registration of the resolutions of the 2010 annual general meeting, all voting ordinary shares in Fresenius SE will become voting ordinary shares in Fresenius SE & Co. KGaA. Simultaneously, all non-voting preference shares in Fresenius SE will be mandatorily converted into voting ordinary shares in Fresenius SE & Co. KGaA. The Company's share capital will remain unchanged.
Delisting of Fresenius SE shares is scheduled for January 28, 2011. Stock exchange regulations require trading to cease mid-morning until market close. All outstanding orders will expire at that time. After market close, all ordinary and preference shares of Fresenius SE are expected to be converted into ordinary shares of Fresenius SE & Co. KGaA. The listing application comprises 128,250,090 ordinary shares. 34,200,000 ordinary shares held by Else Kröner-Fresenius-Foundation will remain un-listed.
The ordinary shares of Fresenius SE & Co. KGaA will retain the ISIN DE0005785604 / Sec ID no. 578560 of the current Fresenius SE shares. The ticker symbols FRE GR (Bloomberg) and FREG.DE (Reuters) are expected to remain unchanged.
*Kommanditgesellschaft auf Aktien - partnership limited by shares
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 Sept. 30, 2010 the Fresenius Group had 136.458 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)
Registered Office: Bad Homburg, Germany/Commercial Register No. HRB 10660