October 25, 2005
Fresenius resolves on capital increase and defines terms
Today, the Management Board of Fresenius AG, with the approval of the Supervisory Board, has decided to increase the Company's subscribed share capital by 4,700,000 new ordinary shares and 4,700,000 new preference shares from approved capital with a subscription right granted to shareholders.
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 with 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 113,533 bearer ordinary shares and up to 113,533 bearer preference shares the subscription rights were excluded.
The subscription prices amount to at least € 86 per ordinary share and € 93 per preference share and may be increased by a step-up until November 15, 2005. The final subscription prices are expected to be announced on November 15, 2005. The subscription period is expected to run from November 17 to November 30, 2005 and trading in the subscription rights is expected to be established during the period from November 17 to November 28, 2005. Fresenius AG expects to generate approximately € 840 million of (gross) proceeds from the capital increase.
The Else Kröner-Fresenius-Foundation has notified that it will participate in the planned capital increase with an amount of € 100 million. In addition, the proceeds from the disposal of unused subscription rights will be fully invested. Allianz Lebensversicherungs-AG has notified that it will positively support the planned capital increase. WestLB has notified that it will fully exercise its subscription rights.
After issuance of the new shares, the total number of outstanding ordinary shares of Fresenius AG will increase from currently 20,639,100 to 25,339,100 and the total number of outstanding preference shares will increase from currently 20,639,100 to 25,339,100.
The new shares are expected to be included in the quotation of the shares of Fresenius AG at the Frankfurt, Munich and Düsseldorf stock exchanges as of December 1, 2005 and have full dividend entitlement for 2005.
Capital Increase Data
Issuer: Fresenius AG
Transaction Structure: Capital increase with subscription rights
Offering: 4,700,000 new ordinary shares,
4,700,000 new preference shares
Subscription Ratio: 9 old ordinary shares entitle to the subscription of 2 new ordinary shares at the subscription price and 9 old preference shares entitle to the subscription of 2 new preference shares at the subscription price
Residual Amount:Up to 113,533 bearer ordinary shares,
Up to 113,533 bearer preference shares
Minimum Subscription Price: Euro 86 € per ordinary share,
Euro 93 € per preference share
Final Subscription Price: Announcement expected 15 November 2005
Subscription Period: Expected 17 November 2005 to 30 November 2005
Trading of Subscription Rights: Expected 17 November 2005 to
28 November 2005
Placement of Shares not subscribed: Private placement with institutional investors in Germany and abroad
Start of Trading of new shares subscribed for: Expected 1 December 2005
Stock Exchanges: Frankfurt (Prime Standard), Munich, Düsseldorf
Underwriting Syndicate:
Global Co-ordinator: Deutsche Bank
Joint Bookrunner: Deutsche Bank, Dresdner Kleinwort Wasserstein, WestLB
Joint Lead Manager: Deutsche Bank, Dresdner Kleinwort Wasserstein, WestLB
Co-Manager: ABN Amro Rothschild, Bayern LB, Commerzbank, DZ Bank, Helaba, HVB, Société Générale
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.
A securities prospectus is expected to be published on November 15, 2005 and will be available free of charge from Fresenius and the underwriters.