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THIS ANNOUNCEMENT, INCLUDING THE INFORMATION INCLUDED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

  • Fresenius has sold 13.4 million shares in Fresenius Medical Care AG at a price of €39.00 per share, generating gross proceeds of approximately €524 million

  • Fresenius's financial investment in Fresenius Medical Care reduces from approximately 25 per cent1 to approximately 20 per cent1 of issued share capital

  • Since the deconsolidation of Fresenius Medical Care, Fresenius has reduced the financial investment from approximately 32 per cent1 at deconsolidation to approximately 20 per cent1, for cumulative gross proceeds of approximately €2.3 billion

  • Proceeds will be used consistently with the stated capital allocation priorities set out under #FutureFresenius

Fresenius SE & Co. KGaA (XETR: FRE; OTCM: FSNUY) today completed the sale of 13.4 million shares in Fresenius Medical Care AG (XETR: FME; NYSE: FMS), announced on 11 November 2026, at a placing price of €39.00 per share. The placing generates gross proceeds of approximately €524 million and reduces Fresenius's financial investment in Fresenius Medical Care to approximately 20 per cent1 of issued share capital. Settlement is expected on 16 November 2026.

“The successful transaction is another step in our disciplined management of our Fresenius Medical Care investment and reflects the strategic direction we have set out with #FutureFresenius. We are freeing up capital to invest in our growth platforms and pursue our strategic priorities in the REJUVENATE phase," said Sara Hennicken, CFO of Fresenius.

The net proceeds will be available for investment in Fresenius’ growth platforms, consistent with the stated capital allocation priorities set out under #FutureFresenius.

●●●

Transaction Details

The placing was conducted as an accelerated bookbuild offering to institutional investors, with BNP Paribas, BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft and J.P. Morgan SE acting as Joint Bookrunners.

Fresenius remains subject to a lock-up on its remaining shares of 90 days.

The anticipated book gain in the low to mid double-digit million euro range will be reflected in Fresenius Group’s Q4 2026 results, classified as special item.

Footnotes

1 Prior to any future exchange of bonds into Fresenius Medical Care shares and prior to any share cancellation under the current Fresenius Medical Care share buyback program 

 

 

Forward-Looking Statements
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, the availability of financing and unforeseen impacts of international conflicts. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

 

IMPORTANT NOTICE

This announcement is not a prospectus and does not contain or constitute an offer of securities for sale in or into any jurisdiction, including the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

This announcement is not an offer to sell, or solicitation of an offer to buy, any securities in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities described herein in the United States or anywhere else.

In member states of the European Economic Area ("EEA") and the United Kingdom, this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 ("Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 ("POATRs") ("Qualified Investors").

In addition, in the UK, this announcement is only being distributed to and is only directed at (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, as amended (the "Order"), (ii) high net worth entities falling within Article 49(2) of the Order, and (iii) persons at or to whom it can otherwise lawfully be distributed or directed (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. Any forward‐looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to its business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.

The Company and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.