May 10, 2012
Fresenius resolves on capital increase of approx. €1 billion
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Fresenius resolved today to issue 13.8 million new ordinary shares from authorized capital excluding subscription rights. The new shares will be placed with institutional investors through an accelerated bookbuilt offering. There will be no public offering.
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.
The Else Kröner-Fresenius-Foundation has informed Fresenius that it will participate in the capital increase with an amount of at least €90 million.
Fresenius is confident it can successfully complete the voluntary takeover under the announced terms. However, even if the offer is not successful, the Group's net debt/EBITDA ratio following the capital increase will be at the lower end of the 2.5 to 3.0 target range and will therefore provide for an optimal capital structure. Fresenius has a proven track record of responsible capital management and continues to view equity as a scarce and precious resource.
After issuance of the new shares, the total number of outstanding ordinary shares of Fresenius SE & Co. KGaA will increase from currently 163,366,002 to 177,166,002.
The new shares will have full dividend entitlement for the fiscal year 2012. They will not be entitled to the proposed dividend for the fiscal year 2011, to be paid on May 14, 2012.
Deutsche Bank, J.P. Morgan and Société Générale are Joint Global Coordinators and Joint Bookrunners of the offering.
Capital Increase Data
• Issuer: Fresenius SE & Co. KGaA
• Transaction Structure: Capital increase without subscription rights
• Offering: 13.8 million new ordinary shares
• Placement of Shares: Private placement to institutional investors
• Stock Exchanges: Regulated Market Frankfurt (Prime Standard), Munich, Düsseldorf
• Joint Global Coordinators and Bookrunners: Deutsche Bank, J.P. Morgan and Société Générale
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. As of March 31, 2012, the Fresenius Group had 160,249 employees worldwide.
For more information visit the company's website at www.fresenius.com.
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 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.
This document is directed at and/or for distribution in the U.K. only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being together referred to as "relevant persons"). This document is directed only at relevant persons. Other persons should not act or rely on this document or any of its contents.
The information contained herein is not for publication or distribution in Canada, Australia or Japan and does not constitute an offer of securities for sale in Canada, Australia or Japan.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick