Fresenius Group Overview

July 20, 2017

Akorn shareholders approve merger agreement with Fresenius Kabi - Closing expected latest by early 2018

At yesterday’s Special Meeting, the shareholders of Akorn, Inc., have approved the merger agreement with Fresenius Kabi, with 83.9% of outstanding shares being voted in favour of the transaction. This corresponds to 99.7% of common shares represented in person or by proxy at the Special Meeting. The approval of the merger agreement fulfills one important condition for the full acquisition of Akorn, Inc. The transaction remains subject to additional customary closing conditions, including regulatory review under the Hart-Scott-Rodino Antitrust Improvements Act in the U.S.

On April 24, 2017, Fresenius Kabi announced it would acquire Akorn, Inc., a U.S.-based manufacturer and marketer of prescription and over-the-counter pharmaceutical products, for US$34 per share, equivalent to a total acquisition price of US$4.3 billion, plus approximately US$450 million1 of net debt.

1 Fresenius projection for December 31, 2017


This release does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Fresenius SE & Co. KGaA (“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 in 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 pursuant to 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.