May 11, 2012
Fresenius successfully completes capital increase
Fresenius successfully placed 13.8 million new ordinary shares today. Based on the issue price of €73.50 per share, gross proceeds to the company amount to €1,014.3 million.
The new shares have full dividend entitlement for the fiscal year 2012. They are not entitled to the proposed dividend for the fiscal year 2011, to be paid on May 14, 2012.
The capital increase is the first component of the financing for the planned acquisition of RHÖN-KLINIKUM AG. On April 26, 2012, Fresenius had announced its intention to make a voluntary public takeover offer of €22.50 per share in cash. The Company also stated it intends to finance the acquisition through a syndicated loan, a bond issue and equity instruments.
Given the capital increase, the total number of outstanding ordinary shares of Fresenius SE & Co. KGaA will increase from currently 163,366,002 to 177,166,002.
Deutsche Bank, J.P. Morgan and Société Générale acted as Joint Global Coordinators and Joint Bookrunners for the offering. Unicredit, Commerzbank and DZ Bank were Co-Bookrunners.
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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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