Fresenius Kabi, a subsidiary of Fresenius SE, has reached an agreement to acquire Nestlé's enteral nutrition businesses in France (Novartis Nutrition S.A.S.) and in Spain (Nestlé Healthcare Nutrition Spain). With this acquisition, Fresenius Kabi strengthens its fast-growing segment Clinical Nutrition and significantly expands its market position in France and Spain.

Novartis Nutrition holds a leading position on the French enteral nutrition market and offers a comprehensive portfolio of sip and tube feeds and corresponding medical devices. With this acquisition, Fresenius Kabi will significantly improve its market position and will become the second largest provider of enteral nutrition products in France.

Nestlé Healthcare Nutrition Spain has successfully established itself as a renowned provider of enteral nutrition products in the Spanish market during the last few years. The acquisition will provide Fresenius Kabi with access to the Spanish enteral nutrition market.

In 2007, the businesses are projected to achieve combined sales of approximately € 55 million.

The European Commission made the divestiture of the businesses a condition in connection with Nestlé's acquisition of the worldwide clinical nutrition business of Novartis. Completion of the transaction was subject to both the approval of the European Commission and consultation and information of employees' representatives in France and Spain, all of which have now been satisfactorily completed.

The parties agreed not to disclose the purchase price.

The transaction is expected to close in 2007.

Clinical Nutrition:
In clinical nutrition Fresenius Kabi provides parenteral nutrition (administered intravenously) and enteral nutrition (administered as sip or tube feed via the gastrointestinal tract) as well as nutrition pumps and infusion disposables.

Fresenius Kabi, a subsidiary of Fresenius SE, has reached an agreement to acquire the Chilean company Laboratorio Sanderson S.A. Sanderson is the Chilean market leader in intravenously administered generic drugs (I.V. drugs) and infusion solutions.

Fresenius Kabi already holds the leading market position in blood volume replacement solutions, intravenous anesthesia, and parenteral nutrition in Chile. Sanderson offers a high-quality range of antibiotics, analgesics, anesthetics and infusion solutions in Chile and other Latin American countries.

Through the acquisition Fresenius Kabi significantly expands its local product range and will become the leading infusion therapy provider in the Chilean hospital market. At the same time, Sanderson's product line, which is approved in Latin America, provides further excellent growth opportunities. The company's state-of-the-art production unit in Santiago de Chile facilitates Fresenius Kabi's product program rollout and its expansion into other Latin American countries.

Sanderson is privately-held and employs about 375 people in Chile and its subsidiary in Peru. It expects sales of € 19 million in 2007.

The acquisition is expected to close in January 2008.

Fresenius Kabi, a subsidiary of Fresenius SE, has reached an agreement to acquire the Italian company Ribbon S.r.L. Ribbon is a leading European manufacturer of the antibiotic agent classes cephalosporines and penicillines with two state-of-the-art production facilities in northern Italy.

In the field of intravenously administered drugs (I.V. drugs) Fresenius Kabi offers, among others, a comprehensive range of products with the antibiotic agents cephalosporines and penicillines. With the acquisition of Ribbon, Fresenius Kabi becomes one of the few I.V. drug suppliers globally who have know-how and manufacturing expertise along the entire pharmaceutical value chain. The acquisition is a further step in the company's generic I.V. drug growth plan and significantly strengthens Fresenius Kabi's market position. At the same time, the company is ensuring its own supply of high-quality active agents for its antibiotic products.

Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius SE: "With the acquisition of Sanderson in Chile announced last week and today's acquisition of Ribbon we continue our Fresenius Kabi growth strategy. Sanderson provides an excellent platform for further expansion in Latin America. The Ribbon acquisition strengthens our position in the intravenously administered drug market and is an important step towards achieving quality and cost leadership in this product segment."

Ribbon is headquartered in Milan and has about 130 associates. The company is privately-held and expects sales of approximately € 54 million in 2007.

The transaction is expected to close in January 2008.

Fresenius Biotech has dispatched the marketing authorization application for the trifunctional antibody Removab (INN: catumaxomab) in patients with malignant ascites to the European Medicines Agency (EMEA) as planned. The company applies for the EU authorization of Removab for the intraperitoneal treatment of malignant ascites in patients with epithelial cancers where no standard therapy is available or no longer feasible. The results of the phase II/III pivotal study announced in December 2006 as well as in March and July 2007 are an essential part of the marketing authorization application. In addition to the clinical results, the application contains preclinical data as well as production and product quality information. The scientific assessment of the marketing authorization application will start in early 2008 after the completion of the validation by EMEA.

Dr. Ulf M. Schneider, Chairman of the Management Board of Fresenius SE, commented: "The marketing authorization application for our Removab antibody is an important milestone for Fresenius Biotech. The results of the phase II/III pivotal study show clear benefits for patients treated with Removab. We believe that Removab could become a new therapy option for malignant ascites. We are encouraged to continue our Removab clinical trial program and will focus on applications in solid tumors."


Trifunctional Antibodies
Trifunctional antibodies are proteins that activate different cell types of the immune system simultaneously and direct these to the tumor cells by a targeted approach. Trifunctional antibodies therefore are very effective in destroying cancer cells and show a therapeutic effect even at very low doses. They are being developed by TRION Pharma GmbH.

Mode of action of trifunctional antibody removab (catumaxomab)
The therapeutic objective of trifunctional antibodies is to generate a stronger immune reaction against tumor cells. removab has two different antigen binding sites: While one arm of the antibody recognizes and binds to T-cells, the other arm binds EpCAM (epithelial cell adhesion molecule) that is overexpressed in many types of epithelial cancers. Immune effector cells with Fc receptors (macrophages, monocytes, dendritic cells and natural killer cells) can also bind the Fc region of intact trifunctional antibodies. This simultaneous binding subsequently results in the costimulation and activation of T-cells and accessory cells, enabling the generation of a strong immune response against tumor cells. Preclinical data also suggest a potential long-lasting effect to prevent cancer recurrence. Apart from removab two other trifunctional antibodies targeting other cancer antigens are currently undergoing clinical development.


About Fresenius Biotech
Fresenius Biotech is a company within the Fresenius health care group and is focused on the development and marketing of biopharmaceuticals in the fields of oncology, immunology and regenerative medicine. For further information please visit www.fresenius-biotech.de.

About TRION Pharma
TRION Pharma is a biopharmaceutical company that develops and produces trifunctional antibodies based on a globally patented technology platform together with Fresenius Biotech in Munich. For further information please visit www.trionpharma.de.

Fresenius AG today provided details regarding its contemplated bond issue announced in October 2005. The Company intends to issue € 1.0 billion in Senior Notes (the "Senior Notes") through its wholly-owned subsidiary Fresenius Finance B.V. (the "Issuer"), subject to market conditions. The net proceeds from the Senior Notes offering (the "Senior Notes Offering"), along with the proceeds from our recent capital increase, finance the acquisition of HELIOS Kliniken GmbH and the proposed repurchase of the Issuer's outstanding € 300 million 7.750 % Series A Senior Notes due 2009, callable in 2006, by way of a cash tender (the "Tender Offer") and will be used for general corporate purposes.

Fresenius AG expects to complete the Senior Notes Offering before the end of January 2006.

The proposed Senior Notes Offering will not be registered under the Securities Act of 1933, but will be offered in the United States pursuant to an exemption from registration under Rule 144A, as well as outside the United States under Regulation S.

Credit Suisse First Boston (Europe) Limited and Morgan Stanley & Co. International Limited have been mandated as Joint Book-Running Lead Managers and Dresdner Bank AG London Branch as Joint Lead Manager of the proposed Senior Notes Offering.

The Tender Offer is subject to the terms described in the tender offer memorandum dated January 3, 2006.

Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and the ambulatory medical care of patients. In 2004, sales were € 7.27 billion. On December 31, 2004 the Fresenius Group had 68,494 employees worldwide.

Fresenius Biotech today announced that Enzon Pharmaceuticals, Inc. has decided not to continue the clinical development of the immunosuppressant ATG-Fresenius S for the U.S. market. Enzon terminated the agreement as a consequence of ongoing efforts to redirect its research and development investments to projects strategically aligned with its current business objectives, including an increasing focus on cancer and adjacent therapeutic areas. Fresenius is currently in negotiations with potential partners to continue the ongoing clinical development. During a transition period, Enzon will continue to fulfill its clinical and regulatory obligations.

ATG-Fresenius S is an immunosuppressive agent made from a polyclonal antibody and is used to suppress organ rejection following transplantation. Fresenius currently markets the drug in more than 60 countries and it generated about € 17 million in sales in 2004.

Fresenius Biotech GmbH is a company of the Fresenius Health Care Group, focused on the development and marketing of biopharmaceuticals in the fields of oncology, immunology and regenerative medicine.

Fresenius AG today announced that it has successfully priced its €1 billion offering of Senior Notes issued by its wholly-owned subsidiary Fresenius Finance B.V. (the "Issuer").

The issue includes two tranches:

• €500 million principal amount, at an issue price of 99.541 %, bearing interest at 5.0 % for the Senior Notes due 2013, non-callable,
• €500 million principal amount, at an issue price of 99.314 %, bearing interest at 5.5 % for the Senior Notes due 2016, callable from 2011 by the Issuer.

The net proceeds from the Senior Notes offering, along with the proceeds from the Company's recent capital increase, will finance the acquisition of HELIOS Kliniken GmbH and the repurchase of a portion of the Issuer's 7.75 % Series A Senior Notes and will also be used for general corporate purposes. The offering of Senior Notes will be closed and funded on January 20, 2006.

The transaction was well received by investors, being substantially oversubscribed.

Credit Suisse First Boston (Europe) Limited and Morgan Stanley & Co. International Limited acted as Joint Book-Running Lead Managers and Dresdner Kleinwort Wasserstein acted as Joint Lead Manager of the Senior Notes offering.

In conjunction with the above, Fresenius AG priced the offer to repurchase its €300 million aggregate principal amount of the Issuer's outstanding 7.75 % Series A Senior notes due 2009, listed on the Luxembourg Stock Exchange. Fresenius repurchases €212,079,000 aggregate principal amount of Notes, representing a participation rate for the tender offer of approx. 71 %. The repurchase price is 105.168 %, or €1,051.68 per €1,000 nominal value of Notes, plus accrued interest from the last interest payment date.

Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and the ambulatory medical care of patients. In 2004, sales were € 7.27 billion. On December 31, 2004 the Fresenius Group had 68,494 employees worldwide.

For further information please see the PDF-file.

• Sales € 7.9 billion,
  + 8 % at actual rates and in constant currency
• EBIT € 969 million,
  + 15 % at actual rates , + 14 % in constant currency
• Net income € 222 million,
  + 32 % at actual rates, + 31 % in constant currency

• Strong sales and earnings growth at Fresenius Medical Care
• Excellent business performance and EBIT margin increase to 13.9 % at Fresenius Kabi
• Fresenius ProServe within expectations; order intake in project business +40 %
• Strong sales and earnings growth expected for 2006

Dividend increase proposed
2005 was a very successful year for Fresenius. Based on the Group's excellent financial results, for the 13th consecutive year the Management Board will propose to the Supervisory Board a dividend increase to € 1.48 per ordinary share (2004: € 1.35) and € 1.51 per preference share (2004: € 1.38). As the 9.4 million new shares from the capital increase in December 2005 are fully entitled to the 2005 dividend, the total dividend distribution will be € 75.8 million (2004: € 55.9 million).


Positive Group outlook for 2006
For 2006, Fresenius expects to achieve sales growth of about 30 % to approximately € 10.5 billion including Renal Care Group and an organic growth of 5-6 %.

Net income is projected to grow by more than 30 % in constant currency. The net income guidance already includes an amount of approx. € 30 million (after tax) associated with expected one-time expenses for the integration of Renal Care Group and the refinancing of debt as well as for costs related to the change of accounting principles for stock options. Due to the higher number of shares issued in December 2005, earnings per share are projected to increase by approximately 10 % in constant currency.

Investments in property, plant and equipment and intangible assets are projected to increase to approximately € 550 - 600 million.


Strong organic sales growth
In 2005, Group sales increased 8 % to € 7,889 million (2004: € 7,271 million). Organic growth contributed 7 % and acquisitions 2 %. Divestments had a -1 % effect on sales. Currency translation had hardly any impact.

Remarkable sales growth of 8 % was achieved each in our main markets North America and Europe. Latin America with sales growth of 30 % and Africa with 16 % performed strongly. In Asia-Pacific, Fresenius Medical Care and particularly Fresenius Kabi achieved an excellent sales increase. Sales of Fresenius ProServe, however, decreased due to the lower project volume in this region.

Sales contribution of the three business segments:

Excellent earnings growth
EBITDA increased 11 % to € 1,289 million (2004: € 1,160 million). Group EBIT rose 15 % at actual rates and 14 % in constant currency to € 969 million (2004: € 845 million). The Group EBIT margin improved to 12.3 % (2004: 11.6 %).

Group net interest improved to € -203 million (2004: € -209 million) primarily as a result of a lower debt level in combination with lower interest rates from various refinancing measures.

The tax rate for 2005 was 38.9 % (2004: 39.8 %).

Minority interest was € 246 million (2004: € 215 million). 96 % was attributable to the minority interest of Fresenius Medical Care.

Group net income grew significantly by 32 % at actual rates and by 31 % in constant currency to € 222 million (2004: € 168 million). Key growth drivers were the excellent operating results of Fresenius Medical Care and Fresenius Kabi as well as reduced financing costs and a lower tax rate.

Earnings per ordinary share rose to € 5.28 (2004: € 4.08) while earnings per preference share rose to € 5.31 (2004: € 4.11). This is an increase of 29 % for both share classes. The average number of shares grew to 41.88 million primarily due to the capital increase.


Investments at record level
Total Group investments increased to € 2.25 billion (2004: € 421 million). € 1.89 billion was spent on acquisitions (2004: € 113 million), including € 1.5 billion for HELIOS. € 353 million was spent for property, plant and equipment and intangible assets (2004: € 308 million).


Solid cash flow performance
Fresenius achieved a good operating cash flow of € 780 million (2004: € 851 million). Key drivers were the significant improvement in earnings whereas income tax payments of Fresenius Medical Care for prior years had a negative effect. Cash flow before acquisitions and dividends was € 449 million (2004: € 565 million). Dividends of € 132 million and about 20 % of the 2005 acquisitions (net) were financed through cash flow. The balance was financed through bank debt and the capital increase.


Solid balance sheet structure
Total assets increased 42 % to € 11,594 million (December 31, 2004: € 8,188 million). In constant currency, total assets grew 33 %. The substantial increase in assets is acquisition-related, mainly due to the HELIOS acquisition. Current assets increased 28 % to € 3,531 million (December 31, 2004: € 2,755 million). In constant currency, current assets grew 21 %. Non-current assets were € 8,063 million (2004: € 5,433 million), a constant currency increase of 39 %. This was primarily due to an increase in goodwill.

Group debt increased 28 % to € 3,502 million (December 31, 2004: € 2,735 million) due to acquisition financing. In constant currency, the increase was 24 %.

Including HELIOS's EBITDA contribution the net debt/EBITDA ratio was 2.3 (December 31, 2004: 2.2).

Shareholders' equity including minority interest was € 5,130 million, a 40 % constant-currency increase (December 31, 2004: € 3,347 million). This was due to the excellent earnings development and the proceeds from the capital increase. The equity ratio including minority interest improved to 44.2 % (December 31, 2004: 40.9 %).


Employee numbers continue to grow
As of December 31, 2005, the Group had 91,971 employees worldwide (December 31, 2004: 68,494). The increase of 23,477 employees is principally due to the acquisition of HELIOS.


Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer as well as cell therapies for the treatment of the immune system. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to prevent and treat graft rejection following organ transplantation.

In the field of the trifunctional antibody therapies for the treatment of cancer, Fresenius Biotech expects results from the clinical study for ovarian cancer in the first half of 2006. The results from the malignant ascites and malignant pleural effusion studies are expected in the second half of 2006. Following the positive results from two phase I studies for the treatment of peritoneal carcinomatosis and breast cancer, phase II studies for the treatment of gastric cancer and breast cancer are being prepared.

In 2005, Fresenius Biotech's EBIT was € -40.6 million (2004: € -28 million). This development was within our expectations and is a result of the increased research and development spending. For 2006, Fresenius Biotech‘s EBIT is expected to be in the range of € -45 to -50 million, largely due to the expanded clinical study program.


The Business Segments

Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of products and services for patients with chronic kidney failure. As of December 31, 2005, Fresenius Medical Care was serving approximately 131,450 patients (+6 %) in 1,680 dialysis clinics (+4 %). The company delivered about 19.7 million treatments in 2005 (+5 %).
 

• Strong sales and earnings growth continued

• Transformation into KGaA and conversion of preference shares successfully completed

• Closing of the Renal Care Group (RCG) acquisition expected in 1st quarter of 2006

Fresenius Medical Care achieved sales growth of 9 % to US$ 6,772 million (2004: US$ 6,228 million). In constant currency, sales rose 8 %. Organic growth was 7 %.

In North America, Fresenius Medical Care achieved a sales increase of 8 % to US$ 4,577 million (2004: US$ 4,248 million). Sales outside North America ("International") showed an even stronger growth of 11 % to US$ 2,195 million (2004: US$ 1,980 million).

Sales in dialysis care increased 8 % to US$ 4,867 million (2004: US$ 4,501 million). In dialysis products, Fresenius Medical Care achieved sales growth of 10 % to US$ 1,905 million (2004: US$ 1,727 million).

EBIT rose 10 % to US$ 939 million (2004: US$ 852 million) and the EBIT margin was 13.9 % (2004: 13.7 %). This figure includes one-time costs of US$ 22 million associated with the transformation of Fresenius Medical Care's legal form into a KGaA and related legal fees and costs concerning the settlement of shareholder litigation. Net income including one-time costs grew by 13 % to US$ 455 million in 2005 (2004: US$ 402 million).

For the full year 2006, Fresenius Medical Care expects revenue growth at constant currencies of approximately 25 % on a pro forma basis, giving effect to the RCG merger as compared to 2005 reported revenues. Pro forma amounts assume consolidation of RCG's operations into Fresenius Medical Care for the full twelve months of 2006. For the full year 2006, Fresenius Medical Care expects to report revenue of more than US$ 8 billion.

Fresenius Medical Care's projected net income growth on a pro forma basis for 2006 is expected to be between 10 and 15 %, based on the US$ 472 million net income excluding one-time costs, achieved in 2005.

Guidance provided by the Fresenius Medical Care does not take into effect any expected one-time items and the change of accounting principle for stock options - SFAS 123(R) in the fiscal year 2006. Fresenius Medical Care expects the after tax impact of the one-time items and SFAS 123(R) to be around US$ 50 million.

For further information, please see Fresenius Medical Care's Investor News at www.fmc-ag.com.


Fresenius Kabi
Fresenius Kabi offers infusion therapies and clinical nutrition for seriously and chronically ill patients in the hospital and out-patient environments. The company is also a leading provider of transfusion technology products.

• Excellent EBIT margin of 13.9 % achieved – guidance exceeded

• Strong organic growth of 7 %

• Outlook 2006: significant growth in sales and earnings expected

Fresenius Kabi's sales rose 13 % to € 1,681 million (2004: € 1,491 million). The company achieved excellent organic growth of 7 %. Acquisitions, primarily Labesfal, contributed 5 % to sales. Divestments had a -1 % effect on sales. Currency translation added 2 % to growth. Constant currency growth of 11 % exceeded the company's earlier guidance.

Sales in Europe (excluding Germany) increased 15 % with acquisitions making a significant contribution. Sales in Germany rose 1 %. Fresenius Kabi continued to grow exceptionally outside of Europe and achieved sales growth of 17 % in Asia-Pacific, 28 % in Latin America and 13 % in Africa.

Fresenius Kabi achieved a new record EBIT with a 33 % increase to € 234 million (2004: € 176 million). The EBIT margin improved by 210 basis points to 13.9 % (2004: 11.8 %). Key drivers were the strong sales growth, further cost optimization and improved efficiency, especially in production.

Fresenius Kabi expects the positive development to continue in 2006. Sales are expected to increase about 10 % in constant currency. The Asia-Pacific and Latin America regions are projected to continue their growth pattern. The first-time consolidation of Clinico and Pharmatel will also have a positive effect on sales. Pharmatel is an Australian company, in which Fresenius Kabi increased its stake from 25.1 % to 50.1 % at the beginning of 2006. The projected sales growth combined with cost optimizations will result in a significant earnings improvement in 2006. Fresenius Kabi's EBIT-margin is projected to increase to 14.5 - 15.0 %.


Fresenius ProServe
Fresenius ProServe offers services for the international health care sector including hospital operations, technical management and hospital planning and construction as well as planning and construction of pharmaceutical and medical-technical production sites.
 

^*incl. HELIOS

• Acquisition of HELIOS Kliniken successfully closed

• 2005 sales and earnings within expectations

• Outlook 2006: Further positive development expected

In 2005, Fresenius ProServe achieved sales of € 809 million (2004: € 813 million). On a comparable basis (excluding the nursing home business sold in 2004 and the discontinued international hospital management business), sales rose 5 %, within the company's guidance of 5-8 %. Sales growth of 2 % to € 350 million was achieved in the hospital operations business (Wittgensteiner Kliniken). In the hospital engineering and services business (VAMED), sales rose by 7 % to € 377 million. In the pharmaceutical engineering and services business (Pharmaplan), order intake improved and resulted in a sales increase of 4 % to € 82 million.

EBIT was € 20 million (2004: € 9 million; before one-time expenses: € 17 million), in line with the company's expectations.

Order intake and order backlog at the project business developed very positively: Order intake increased 40 % to € 341 million (2004: € 244 million). Order backlog rose 7 % to € 360 million (December 31, 2004: € 335 million).

The acquisition of HELIOS was completed at the end of 2005. The company was consolidated as of December 31, 2005 in the Group's balance sheet.

HELIOS developed positively in 2005 and met its communicated targets. Sales reached € 1,200 million. EBIT was € 105 million, the EBIT margin therefore 8.8 %. Net income amounted to € 67 million. The figures are in accordance with US-GAAP as followed by the Fresenius Group. In 2004, HELIOS had prepared its financial statements according to International Finance Reporting Standards (2004 IFRS: sales € 1,161 million, EBIT € 95 million, net income € 66 million).

Through the acquisition of HELIOS, Fresenius ProServe has become a strong third business segment within the Fresenius Group. Including HELIOS for the full 2005 financial year, sales at Fresenius ProServe were € 2,009 million and EBIT € 125 million.

For 2006, Fresenius ProServe expects an organic sales growth of 1 to 3 % based on 2005 sales of € 2,009 million. Projected EBIT will be between € 140 million and € 150 million.


Video Webcast
As part of the publication of our 2005 results, an analyst conference will be held on February 22, 2006 at 1:30 p.m. CET (7.30 a.m. EST). We invite all investors to follow the live video broadcast of the conference over the Internet at www.fresenius-ag.com / Investor Relations / Presentations. Following the conference, a recording of the conference will be available as video-on-demand.

Annual report
The 2005 Annual Report will be available on March 20, 2006 on the Internet at www.fresenius-ag.com / Investor Relations / Publications.