August 11, 2008
Fresenius resolves on capital increase
The Management Board of Fresenius SE resolved today, with the consent of the Supervisory Board, to issue up to 2,748,057 new ordinary shares and up to 2,748,057 new preference shares from authorized capital without subscription rights.
The new shares will be placed with institutional investors by way of an accelerated bookbuilt offering. There will be no public offering.
The capital increase is the second component of the long-term financing of the acquisition of APP Pharmaceuticals, Inc. The residual financing requirement will consist of debt instruments.
The acquisition of APP Pharmaceuticals is an important step in the growth strategy of Fresenius Kabi, a business segment of Fresenius SE. With this acquisition, Fresenius Kabi enters the U.S. pharmaceuticals market and achieves a leading position in the global I.V. generics market. This North American platform provides further attractive growth opportunities for Fresenius Kabi's existing product portfolio.
The Else Kröner-Fresenius-Foundation has informed us that, as part of the capital increase, it will purchase approximately 10 % of the new ordinary shares.
After issuance of the new shares, the total number of outstanding ordinary shares and preference shares of Fresenius SE will each increase from currently 77,678,718 to up to 80,426,775.
The new shares are expected to be included in the quotation of the shares of Fresenius SE in the regulated market at the Frankfurt, Munich and Düsseldorf stock exchanges. They will have full dividend entitlement for the fiscal year 2008.
Deutsche Bank and Commerzbank are acting as Joint Lead Managers and Joint Bookrunners and WestLB as Joint Lead Manager for the offering.
Capital Increase Data
| Issuer | Fresenius SE | |
| Transaction Structure | Capital increase without subscription rights | |
| Offering |
Up to 2,748,057 new ordinary shares Up to 2,748,057 new preference shares |
|
| Placement of Shares | Private placement to German and international institutional investors | |
| Stock Exchanges | Regulated Market Frankfurt (Prime Standard), Munich, Düsseldorf | |
| Bank Consortium |
Joint |
Deutsche Bank AG, Commerzbank AG |
| Joint Lead Manager | Deutsche Bank AG, Commerzbank AG, WestLB AG |
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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 SE ("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 SE may not be offered or sold in the United States of America absent registration under the Securities Act of 1933 (which Fresenius SE does not intend to effect) or pursuant to an exemption from registration.
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. This includes the risk that the transaction will not be consummated or on other terms. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
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