Fresenius

An overview of key financial figures is available at the end of the release.
Q1/2025: Strong top line and excellent EPS growth, outlook confirmed

  • Group revenue1 at €5.63 billion with strong organic growth of 7%1,2 driven by consistent delivery of Fresenius Kabi and a strong performance at Fresenius Helios.
  • Group EBIT1 at €654 million, increase of 4%3 in constant currency on the back of strong operating performance at Kabi; absence of energy relief payments weighing on Helios Germany; Group EBIT margin1 of 11.6%.
  • Net income1,4 grew by an excellent 12%3 in constant currency to €416 million significantly outpacing revenue growth
  • EPS1,4 rose by excellent 12%3 in constant currency to €0.74 resulting from broad based operational strength and lower interest expenses.
  • Operating cash flow from continuing operations of €74 million significantly improved year-on-year driven by operating development and increased focus on cash generation. 
  • Leverage ratio within target corridor: Net debt/EBITDA ratio at 3.0x1,5 showing 80 bps improvement in the last twelve months.
  • #FutureFresenius Rejuvenate phase: Pivotal milestone delivered with the reduction of participation in Fresenius Medical Care stake enhancing strategic flexibility while setting basis for long-term profitable growth.

1 Before special items
2 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
3 Growth rate adjusted for Argentina hyperinflation.
4 Excluding Fresenius Medical Care
5 At average exchange rates for both net debt and EBITDA; pro forma closed acquisitions/divestitures, including lease liabilities, including Fresenius Medical Care dividend, net debt adjusted for the valuation effect of the equity-neutral exchangeable bond.

Michael Sen, CEO of Fresenius: “We've kick-started 2025 with an excellent performance across the business and confirm our full-year guidance. Organic revenue increased by 7% driven by the consistent delivery of Fresenius Kabi and Fresenius Helios. This along with continued improvements in operations and lower interest costs led to an impressive EPS growth of 12%. Following the reduction of our stake in Fresenius Medical Care, a first and pivotal milestone in our history, we now start the Rejuvenate phase of #FutureFresenius from an even stronger position; this step underscores our commitment to creating long-term value. With a strengthened balance sheet and capital allocation priorities to further invest in our growth platforms, while also increasing our US presence, Fresenius is well positioned to deliver future profitable growth and innovation.”

Outlook confirmed for Fiscal Year 20251

Fresenius Group2: organic revenue growth3 of 4% to 6%, constant currency EBIT growth4 in the range of 3% to 7%
Fresenius Kabi5: organic revenue growth3 in the mid- to high-single-digit percentage range; EBIT margin of 16.0% to 16.5%
Fresenius Helios6: organic revenue growth in the mid-single-digit percentage range; EBIT margin around 10%

Assumptions to guidance: When Fresenius gave guidance in February, the company acknowledged the fast-moving macro-economic and geopolitical environment, resulting in a higher level of operational uncertainty. Fresenius’ guidance continues to reflect current factors and known uncertainties such as potential impacts from tariffs to the extend they can currently be assessed. The guidance does not take into account potential extreme scenarios that could affect the company, its peers, and the healthcare sector as a whole.


1 Before special items
2 2024 base: €21,526 million (revenue) and €2,489 million (EBIT)3 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
4 Growth rate adjusted for Argentina hyperinflation
5 2024 base: €8,414 million (revenue) and €1,319 million (EBIT)
6 2024 base: €12,739 million (revenue) and €1,288 million (EBIT)

 

Fresenius Group – Business development Q1/25

Fresenius entered with excellent momentum into the year with strong organic growth above the top-end of the 2025 guidance. The consistent positive delivery of Fresenius Kabi and the strong performance at Fresenius Helios drove a 7%1 Group organic revenue2 increase to €5.63 billion. Due to a continued strong operating performance, Group EBIT before special items increased 4%3 in constant currency to €654 million despite the high prior-year quarter which included energy relief fundings at Helios Germany. Particularly, a strong performance at Kabi and Helios in Spain contributed to the EBIT growth. The Helios Performance Programme delivers some first contributions with more significant contributions expected in the second half of the year. Earnings per share2,4 rose by an excellent 12%3 in constant currency to €0.74, driven by a broad-based operational strength and improved interest costs against the backdrop of a strong cash flow development and successful deleveraging.

In Q1/25, Fresenius reached a pivotal milestone in #FutureFresenius with the reduction of participation in Fresenius Medical Care and the issuance of an exchangeable bond with Fresenius Medical Care shares underlying. These transactions underline Fresenius' clear commitment to long-term value creation and were the first visible signs of the Rejuvenate phase, which will focus on three key aspects in the coming years:

  • Upgrade Core: Fresenius will continue to strengthen its core businesses. This includes, for example, reinforcing R&D pipelines, further increasing financial strength, and enhancing corporate culture.

  • Scale Platforms: By strategically scaling its (Bio)Pharma, MedTech, and Care Provision platforms, Fresenius can make an important contribution to meeting the challenges facing healthcare systems around the world. The priorities are:

    • Driving innovation at (Bio-)Pharma

    • Expand MedTech to provide and connect technology solutions for critical clinical areas such as emergency rooms, operating rooms and intensive care units.

    • Accelerate digitization of care provision

  • Elevate Performance: Overall, Rejuvenate is designed to help the company achieve higher levels of performance and make Fresenius even more innovative and relevant.

1 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation
2 Before special items
3 Growth rate adjusted for Argentina hyperinflation
4 Excluding Fresenius Medical Care

 

Operating Companies – Business development Q1/25

Fresenius Kabi delivered a strong start to the year, Biopharma moving close to structural EBIT margin band

  • Organic revenue growth of 6%1 clearly driven by the Growth vectors; revenue increased by 5% to €2,146 million; positive Argentina pricing effects continued but less pronounced.

  • Growth vectors with strong organic revenue1 increase of 11%: MedTech 7%, Nutrition 7%, Biopharma 40%.

    • Nutrition revenue: €612 million, benefited from positive pricing effects in Argentina and the good development in Europe; in the U.S. ongoing successful roll-out of lipid emulsions.

    • Biopharma revenue: €190 million, mainly driven by the growth of Tyenne in Europe and the U.S.; launch of Ustekinumab biosimilar Otulfi® in EU and the U.S.; denosumab biosimilars Conexxence® (denosumab-bnht) and Bomyntra® (denosumab-bnht) approved by FDA.

    • MedTech revenue: €399 million, driven by strong growth related to the Ivenix pump rollout in the U.S, and broad-based positive development across most regions.

  • Pharma revenue: €946 million, flat organic revenue development1 against a high prior-year base; positive pricing development in Europe was offset by a softer development in the U.S. and China.

  • China business continued to be impacted by a general economic weakness, price declines in connection with tenders, and hospital budget controls.

  • EBIT2 of Fresenius Kabi with 16%3 constant currency increase to €360 million, driven by the strong revenue development of the Growth vectors and ongoing improvements in the cost base. The EBIT-margin2 was very strong at 16.8%, a 170 bps yoy expansion.

  • EBIT2 of the Growth Vectors increased 45%3 in constant currency to €184 million against the backdrop of a broad-based positive development; EBIT margin2 at 15.3% increased by 390 bps year-on-year, Biopharma moving close to structural EBIT margin band.

1 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation
2 Before special items
3 Growth rate adjusted for Argentina hyperinflation

  • EBIT1 of Pharma increased 5%2 in constant currency to €216 million. EBIT margin1 was strong at 22.9% driven in particular by ongoing cost savings and a strong pricing development in Europe.

     

Fresenius Helios with excellent organic revenue growth; Helios Performance Programme evolving in-line with expectations.

  • Very strong 8% organic revenue growth clearly above the structural growth band driven equally by Helios Germany (8% organic growth) and Helios Spain (8% organic growth); From a year-on-year perspective, Q1 also benefitted from the Easter effect falling in the second quarter this year; revenue before special items increased by 8% to €3,394 million.
  • Helios Germany with revenue of €2,046 million; growth mainly driven by price effects: positive development of admissions and case mix.
  • Helios Spain with revenue of €1,348 million, driven by strong activity levels and favourable price effects. The clinics in Latin America also showed a good performance.

  • EBIT1 of Fresenius Helios declined 4% to €333 million as the support from energy relief funds phased out by the end of Q3/24. This expected softness was partially compensated by excellent profitability at Helios Spain. EBIT margin1 was solid at 9.8% driven by Helios Spain with a margin of 13.1% and 23% EBIT growth.

  • EBIT1 of Helios Germany decreased by 23% to €157 million against the high prior-year base which included energy relief funds; EBIT margin at 7.7% improved by 110 bps sequentially (Q4/24: 6.6%).

  • Helios performance programme delivers some first contributions; ramp-up in H2/25 with more significant EBIT contributions, as some of the levers are process-related and will take time to deliver and realize benefits.

1 Before special items
2 Growth rate adjusted for Argentina hyperinflation

Note on the presentation of financial figures

  • If no timeframe is specified, information refers to Q1/2024.
  • Consolidated results for Q1/25 as well as for Q1/24 include special items. An overview of the results for Q1/2025 - before and after special items – is available on our website.
  • Growth rates in constant currency of Fresenius Kabi are adjusted. Adjustments relate to the hyperinflation in Argentina. Accordingly, in constant currency growth rates of the Fresenius Group are also adjusted.
  • The results of Fresenius Helios and accordingly of the Fresenius Group for Q1/24 are adjusted by the sale of the fertility services group Eugin and the divestment of the majority stake in the hospital Clínica Ricardo Palma hospital in Lima, Peru.
  • Information on the performance indicators is available on our website at www.fresenius.com/alternative-performance-measures.

* * *

Conference call and Audio webcast

As part of the publication First Quarter 2025 results, a conference call will be held on May 7, 2025 at 1:30 p.m. CET (7:30 a.m. EST). All investors are cordially invited to follow the conference call in a live audio webcast at www.fresenius.com/investors. Following the call, a replay will be available on our website.

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.

Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Wolfgang Kirsch

General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Michael Sen (Chairman), Pierluigi Antonelli, Sara Hennicken, Robert Möller, Dr. Michael Moser
Chairman of the Supervisory Board: Wolfgang Kirsch

Q1/2025: Strong top line and excellent EPS growth, outlook confirmed

  • Group revenue1 at €5.63 billion with strong organic growth of 7%1,2 driven by consistent delivery of Fresenius Kabi and a strong performance at Fresenius Helios. 
  • Group EBIT1 at €654 million, increase of 4%3 in constant currency on the back of strong operating performance at Kabi; absence of energy relief payments weighing on Helios Germany; Group EBIT margin1 of 11.6%.
  • Net income1,4 grew by an excellent 12%3 in constant currency to €416 million significantly outpacing revenue growth.
  • EPS1,4 rose by excellent 12%3 in constant currency to €0.74 resulting from broad based operational strength and lower interest expenses. 
  • Operating cash flow from continuing operations of €74 million significantly improved year-on-year driven by operating development and increased focus on cash generation.
  • Leverage ratio within target corridor: Net debt/EBITDA ratio at 3.0x1,5 showing 80 bps improvement in the last twelve months.
  • #FutureFresenius REJUVENATE phase: Pivotal milestone delivered with the reduction of participation in Fresenius Medical Care stake enhancing strategic flexibility while setting basis for long-term profitable growth.

1 Before special items
2 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
3 Growth rate adjusted for Argentina hyperinflation.
4 Excluding Fresenius Medical Care
5 At average exchange rates for both net debt and EBITDA; pro forma closed acquisitions/divestitures, including lease liabilities, including Fresenius Medical Care dividend, net debt adjusted for the valuation effect of the equity-neutral exchangeable bond.
 

Michael Sen, CEO of Fresenius: “We've kick-started 2025 with an excellent performance across the business and confirm our full-year guidance. Organic revenue increased by 7% driven by the consistent delivery of Fresenius Kabi and Fresenius Helios. This along with continued improvements in operations and lower interest costs led to an impressive EPS growth of 12%. Following the reduction of our stake in Fresenius Medical Care, a first and pivotal milestone in our history, we now start the REJUVENATE phase of #FutureFresenius from an even stronger position; this step underscores our commitment to creating long-term value. With a strengthened balance sheet and capital allocation priorities to further invest in our growth platforms, while also increasing our US presence, Fresenius is well positioned to deliver future profitable growth and innovation.”

 

Outlook confirmed for Fiscal Year 20251

Fresenius Group2: organic revenue growth3 of 4% to 6%, 
constant currency EBIT growth  in the range of 3% to 7%
Fresenius Kabi5: organic revenue growth3 in the mid- to high-single-digit percentage range; EBIT margin of 16.0% to 16.5% 
Fresenius Helios6: organic revenue growth in the mid-single-digit percentage range; EBIT margin around 10%

Assumptions to guidance: When Fresenius gave guidance in February, the company acknowledged the fast-moving macro-economic and geopolitical environment, resulting in a higher level of operational uncertainty. Fresenius’ guidance continues to reflect current factors and known uncertainties such as potential impacts from tariffs to the extent they can currently be assessed. The guidance does not take into account potential extreme scenarios that could affect the company, its peers, and the healthcare sector as a whole.

1 Before special items
2 2024 base: €21,526 million (revenue) and €2,489 million (EBIT)
3 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
4 Growth rate adjusted for Argentina hyperinflation
5 2024 base: €8,414 million (revenue) and €1,319 million (EBIT)
6 2024 base: €12,739 million (revenue) and €1,288 million (EBIT)
 

Fresenius Group – Business development Q1/25

Fresenius entered with excellent momentum into the year with strong organic growth above the top-end of the 2025 guidance. The consistent positive delivery of Fresenius Kabi and the strong performance at Fresenius Helios drove a 7%1  Group organic revenue2 increase to €5.63 billion. Due to a continued strong operating performance, Group EBIT before special items increased 4%3 in constant currency to €654 million despite the high prior-year quarter which included energy relief fundings at Helios Germany. Particularly, a strong performance at Kabi and Helios in Spain contributed to the EBIT growth. The Helios Performance Programme delivers some first contributions with more significant contributions expected in the second half of the year. Earnings per share2,4 rose by an excellent 12%3 in constant currency to €0.74, driven by a broad-based operational strength and improved interest costs against the backdrop of a strong cash flow development and successful deleveraging.

In Q1/25, Fresenius reached a pivotal milestone in #FutureFresenius with the reduction of participation in Fresenius Medical Care and the issuance of an exchangeable bond with Fresenius Medical Care shares underlying. These transactions underline Fresenius' clear commitment to long-term value creation and were the first visible signs of the REJUVENATE phase, which will focus on three key aspects in the coming years: 

  • Upgrade Core: Fresenius will continue to strengthen its core businesses. This includes, for example, reinforcing R&D pipelines, further increasing financial strength, and enhancing corporate culture.
  • Scale Platforms: By strategically scaling its (Bio)Pharma, MedTech, and Care Provision platforms, Fresenius can make an important contribution to meeting the challenges facing healthcare systems around the world. The priorities are:
    • Driving innovation at (Bio-)Pharma 
    • Expand MedTech to provide and connect technology solutions for critical clinical areas such as emergency rooms, operating rooms and intensive care units.
    • Accelerate digitization of care provision 
  • Elevate Performance: Overall, REJUVENATE is designed to help the company achieve higher levels of performance and make Fresenius even more innovative and relevant. 
     

1 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
2 Before special items
3 Growth rate adjusted for Argentina hyperinflation
4 Excluding Fresenius Medical Care
 

Operating Companies – Business development Q1/25 

Fresenius Kabi delivered a strong start to the year, Biopharma moving close to structural EBIT margin band

  • Organic revenue growth of 6%1 clearly driven by the Growth vectors; revenue increased by 5% to €2,146 million; positive Argentina pricing effects continued but less pronounced.
  • Growth vectors with strong organic revenue1 increase of 11%: MedTech 7%, Nutrition 7%, Biopharma 40%.
    • Nutrition revenue: €612 million, benefited from positive pricing effects in Argentina and the good development in Europe; in the U.S. ongoing successful roll-out of lipid emulsions.
    • Biopharma revenue: €190 million, mainly driven by the growth of Tyenne in Europe and the U.S.; launch of Ustekinumab biosimilar Otulfi® in EU and the U.S.; denosumab biosimilars Conexxence® (denosumab-bnht) and Bomyntra® (denosumab-bnht) approved by FDA.
    • MedTech revenue: €399 million, driven by strong growth related to the Ivenix pump rollout in the U.S, and broad-based positive development across most regions.
  • Pharma revenue: €946 million, flat organic revenue development1 against a high prior-year base; positive pricing development in Europe was offset by a softer development in the U.S. and China.
  • China business continued to be impacted by a general economic weakness, price declines in connection with tenders, and hospital budget controls. 
  • EBIT2 of Fresenius Kabi with 16%3 constant currency increase to €360 million, driven by the strong revenue development of the Growth vectors and ongoing improvements in the cost base. The EBIT-margin2 was very strong at 16.8%, a 170 bps yoy expansion. 
  • EBIT2 of the Growth Vectors increased 45%3 in constant currency to €184 million against the backdrop of a broad-based positive development; EBIT margin2 at 15.3% increased by 390 bps year-on-year, Biopharma moving close to structural EBIT margin band.
  • EBIT2 of Pharma increased 5%3 in constant currency to €216 million. EBIT margin2 was strong at 22.9% driven in particular by ongoing cost savings and a strong pricing development in Europe.

1 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
2 Before special items
3 Growth rate adjusted for Argentina hyperinflation.

 

Fresenius Helios with excellent organic revenue growth; Helios Performance Programme evolving in-line with expectations.

  • Very strong 8% organic revenue growth clearly above the structural growth band driven equally by Helios Germany (8% organic growth) and Helios Spain (8% organic growth); From a year-on-year perspective, Q1 also benefitted from the Easter effect falling in the second quarter this year; revenue before special items increased by 8% to €3,394 million.
  • Helios Germany with revenue of €2,046 million; growth mainly driven by price effects: positive development of admissions and case mix.
  • Helios Spain with revenue of €1,348 million, driven by strong activity levels and favourable price effects. The clinics in Latin America also showed a good performance.
  • EBIT1 of Fresenius Helios declined 4% to €333 million as the support from energy relief funds phased out by the end of Q3/24. This expected softness was partially compensated by excellent profitability at Helios Spain. EBIT margin1 was solid at 9.8% driven by Helios Spain with a margin of 13.1% and 23% EBIT growth.
  • EBIT1 of Helios Germany decreased by 23% to €157 million against the high prior-year base which included energy relief funds; EBIT margin at 7.7% improved by 110 bps sequentially (Q4/24: 6.6%).
  • Helios performance programme delivers some first contributions; ramp-up in H2/25 with more significant EBIT contributions, as some of the levers are process-related and will take time to deliver and realize benefits. 
     

1 Before special items
2 Growth rate adjusted for Argentina hyperinflation.

Conference call and Audio webcast 
As part of the publication First Quarter 2025 results, a conference call will be held on May 7, 2025 at 1:30 p.m. CEST / 7:30 a.m. EST. All investors are cordially invited to follow the conference call in a live audio webcast at https://www.fresenius.com/investors. Following the call, a replay will be available on our website.


Contact for shareholders
Investor Relations
Telephone: + 49 61 72 6 08-24 87
Telefax: + 49 61 72 6 08-24 88
E-mail: ir-fre@fresenius.com


Information on Fresenius share and ADRs

Note on the presentation of financial figures 

  • If no timeframe is specified, information refers to Q1/2024
  • Consolidated results for Q1/25 as well as for Q1/24 include special items. An overview of the results for Q1/2025 - before and after special items – is available on our website.
  • Growth rates in constant currency of Fresenius Kabi are adjusted. Adjustments relate to the hyperinflation in Argentina. Accordingly, constant currency growth rates of the Fresenius Group are also adjusted. 
  • The results of Fresenius Helios and accordingly of the Fresenius Group for Q1/24 are adjusted by the sale of the fertility services group Eugin and the divestment of the majority stake in the hospital Clínica Ricardo Palma hospital in Lima, Peru. 
  • Information on the performance indicators is available on our website at https://www.fresenius.com/alternative-performance-measures.
     

 

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.

Fresenius has completed the divestment of Vamed’s international project business to Worldwide Hospitals Group (WWH), that was announced in February 2025.

The divestment is part of Fresenius’ structured exit from its Investment Company Vamed and enables Fresenius to further increase focus and management capacity on the ongoing progress of its core businesses Fresenius Kabi and Fresenius Helios, in line with #FutureFresenius.    

Fresenius has completed the divestment of Vamed’s international project business to Worldwide Hospitals Group (WWH), that was announced in February 2025.

The divestment is part of Fresenius’ structured exit from its Investment Company Vamed and enables Fresenius to further increase focus and management capacity on the ongoing progress of its core businesses Fresenius Kabi and Fresenius Helios, in line with #FutureFresenius.    

Today, Fresenius published its 2024 Annual Report. As already announced in February, the healthcare group grew profitably in the past year and achieved its outlook, which was raised twice, through consistently good business performance. Group revenue before special items increased to €21.5 billion, with organic growth of 8%. Fresenius was also able to reduce net debt by €2 billion in 2024.

 

“Our #FutureFresenius program, which we launched at the end of 2022, is having an impact. The “new” Fresenius is much more focused. We are concentrating on Fresenius Kabi and Fresenius Helios. These are growing profitably and under their own steam,” said Michael Sen, Chairman of the Management Board of Fresenius. “Growth, higher margins, more cash, lower debt – all this has created value: From the beginning of October 2022, when we prepared the ReSet, until February 28, 2025, the share price rose by 76%.”

 

For the first time, the Annual Report includes a sustainability report in accordance with the European Sustainability Reporting Standards (ESRS). This replaces the Non-financial Report of previous Annual Reports and expands and supplements reporting topics and details. In addition, the ESRS report, like the financial report, is audited externally.

 

The 2024 Annual Report is available in German and English as a PDF file and as an online version.

 

Further publication and event dates for 2025:

 

·       04/24/2025: Publication of Sustainability Highlights Magazine

·       05/07/2025: Publication of the financial results for Q1 2025

·       05/23/2025: Annual General Meeting

·       08/06/2025: Publication of the financial results for Q2 2025

·       11/05/2025: Publication of the financial results for Q3 2025

 

Today, Fresenius published its 2024 Annual Report. As already announced in February, the healthcare group grew profitably in the past year and achieved its outlook, which was raised twice, through consistently good business performance. Group revenue before special items increased to €21.5 billion, with organic growth of 8%. Fresenius was also able to reduce net debt by €2 billion in 2024.

 

“Our #FutureFresenius program, which we launched at the end of 2022, is having an impact. The “new” Fresenius is much more focused. We are concentrating on Fresenius Kabi and Fresenius Helios. These are growing profitably and under their own steam,” said Michael Sen, Chairman of the Management Board of Fresenius. “Growth, higher margins, more cash, lower debt – all this has created value: From the beginning of October 2022, when we prepared the ReSet, until February 28, 2025, the share price rose by 76%.”

 

For the first time, the Annual Report includes a sustainability report in accordance with the European Sustainability Reporting Standards (ESRS). This replaces the Non-financial Report of previous Annual Reports and expands and supplements reporting topics and details. In addition, the ESRS report, like the financial report, is audited externally.

 

The 2024 Annual Report is available in German and English as a PDF file and as an online version.

 

Further publication and event dates for 2025:

 

·       04/24/2025: Publication of Sustainability Highlights Magazine

·       05/07/2025: Publication of the financial results for Q1 2025

·       05/23/2025: Annual General Meeting

·       08/06/2025: Publication of the financial results for Q2 2025

·       11/05/2025: Publication of the financial results for Q3 2025

 

  • The KabiLab will feature laboratories, a total of 90 desk-sharing workstations, meeting rooms, and storage rooms on an area totaling around 5,000 square meters.
    Download Image (JPG 2.57 MB)
  • The KabiLab will feature laboratories, a total of 90 desk-sharing workstations, meeting rooms, and storage rooms on an area totaling around 5,000 square meters.

The Fresenius healthcare group is continuously expanding its range of innovative products. A new laboratory and office building with a technical center called KabiLab D20 is being built at Daimlerstrasse 20 on the Fresenius campus in Bad Homburg. It will feature laboratories, a total of 90 desk-sharing workstations, meeting rooms, and storage rooms on an area totaling around 5,000 m2. The move to the new building is planned for mid-2026. 

Once completed, around 70 employees from the Fresenius Kabi Business Unit Nutrition currently working in Bad Homburg and Friedberg will relocate to the new building. Among others, they are working on further development of the Fresubin enteral nutrition product portfolio as well as on a special device for producing patient-specific parenteral nutrition. Patients who are unable to meet their nutritional needs through their normal diet need enteral nutrition such as Fresubin. Parenteral nutrition is a form of artificial nutrition that is administered intravenously rather than via the gastrointestinal tract. Fresenius is the world’s leading provider in this field. With the rise in metabolic disorders and chronic diseases such as diabetes, the global demand for special clinical nutrition is expected to increase significantly in the coming years.

The KabiLab is being built with sustainability in mind: Parts of the existing building structure and technical infrastructure are being used, which will significantly reduce CO2 emissions compared to a new building. In future, photovoltaic systems will supply green electricity, an efficient heat pump will be used to heat the rooms, and rainwater will be stored to water the new green spaces.

Fresenius currently employs around 2,100 people in Bad Homburg and a further 300 in neighboring Oberursel, who will also move to the campus in Bad Homburg by the middle of the year.
 

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.

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By clicking on the "Accept" button below, you will be deemed to have made this confirmation. 


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. 

  • Decisive step in #FutureFresenius highlights another strategic milestone to evolve into a more focused and stronger company. 
  • Enhances strategic flexibility and financial profile to strengthen the balance sheet 
  • Demonstrates commitment to long-term sustainable value creation and provides the basis to further strengthen the growth platforms as part of REJUVENATE 
  • Transaction leverages recent share price gains while keeping options open to participate in future success 
    • Fresenius intends to retain 25% plus one share of Fresenius Medical Care demonstrating it remains a committed shareholder 
    • Gross proceeds of approximately EUR 1.1 billion which will be used in line with stated capital allocation priorities  
  • Fresenius is now positioned to seize new opportunities and drive forward ambitious plans to create long-term profitable growth and shareholder value 

Fresenius SE & Co. KGaA (Frankfurt/Xetra: FRE) announces the successful sale of 10.6 million existing shares of Fresenius Medical Care AG ("FME") equivalent to approximately 3.6% of FME's share capital by way of an accelerated bookbuilding procedure at a price of EUR 44.50 per each share (the "Equity Offering"). Fresenius also announces the successful placement of senior unsecured bonds exchangeable into shares maturing in 2028 in an aggregate principal amount of EUR 600 million (the "Bonds") with approximately 10.4 million shares underlying, equivalent to approximately 3.5% of FME's share capital (the "Exchangeable Bond Offering" and together with the Equity Offering, the "Combined Offering"). In total, the Combined Offering generates approximately EUR 1.1 billion of gross proceeds for Fresenius. 

The Bonds will have a maturity of 3 years, will be issued at a price of 101.50% of their principal amount and bear no interest, resulting in a yield-to-maturity of (0.50)% per annum. The exchange price was set at EUR 57.85, which corresponds to an exchange premium of 30% above the placement price per share of the Equity Offering, expressing Fresenius' confidence in FME. 

Michael Sen, CEO and Chairman of the Fresenius Management Board said: "This pivotal milestone of selling a stake in Fresenius Medical Care marks another significant step in #FutureFresenius, providing us with enhanced strategic flexibility to further strengthen our growth platforms while setting the basis for long-term profitable growth as we prepare for the next phase, REJUVENATE. By capitalizing on recent share price gains, and the combined transaction structure, we have realised value while continuing to be involved in their future success. This action highlights another strategic step for Fresenius to evolve into a more focused and stronger company, ready to seize new opportunities and drive forward our ambitious plans to deliver long-term profitable growth and shareholder value." 

Fresenius will use the proceeds in line with the #FutureFresenius strategy and Fresenius' stated capital allocation priorities, including further strengthening the balance sheet, reducing leverage, and delivering long-term growth and shareholder value. 

Sara Hennicken, CFO of Fresenius added: "By executing this transaction, we have strengthened our balance sheet in line with our capital allocation priorities and financing strategy. It allows us to benefit from Fresenius Medical Care’s recent strong share price performance while maintaining involvement in the company’s future development. The exchangeable bond with a premium of 30% enables us to realize future value creation while also providing cost-effective funding at a zero percent coupon. The well-covered placement highlights strong demand and confidence in Fresenius Medical Care's operational improvements and potential. I am proud of our team's successful execution." 

Notwithstanding this disposal, Fresenius remains by far the largest shareholder in FME and will keep a stake of at least 25% plus one share in FME upon full exchange of the Bonds. Upon exchange, Fresenius will have the flexibility to pay in cash, deliver the relevant underlying shares or deliver and pay a combination thereof. Fresenius, which previously held around 32.2% of FME prior to the Combined Offering, has agreed to a lock-up period of 180 days, subject to certain customary exceptions. Settlement of the Equity Offering is expected to take place on 6 March 2025. The Exchangeable Bond Offering is expected to close on 11 March 2025. 

Fresenius has been advised by the Joint Bookrunners (as defined below) that the Joint Bookrunners have organized a simultaneous placement of existing shares on behalf of certain subscribers of the Bonds who wish to sell these Shares in short sales to purchasers procured by the Joint Bookrunners in order to hedge the market risk to which the subscribers are exposed with respect to the Bonds that they acquire in the Exchangeable Bond Offering (the "Delta Placement"). The placement price for the shares sold in the Delta Placement was equivalent to the price per share sold in the Equity Offering. The Company will not receive any proceeds, directly or indirectly, from any existing shares sold pursuant to the Delta Placement. Subscribers of Bonds on whose behalf the Delta Placement, if any, is organized will bear all costs associated therewith and any and all customary commissions. 

The Combined Offering and the Delta Placement were exclusively aimed at institutional investors. The Bonds were offered and sold outside the United States to institutional investors in accordance with Regulation S ("Regulation S") under the U.S. Securities Act of 1933 (the "Securities Act"). The Concurrent Equity Offering was made to institutional investors in accordance with Regulation S of the Securities Act outside the United States to non-US persons, and within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

BofA Securities Europe SA and Goldman Sachs Bank Europe SE acted as Joint Global Coordinators and alongside BNP Paribas and Deutsche Bank Aktiengesellschaft as Joint Bookrunners on the Combined Offering and Banco Santander, S.A. acted as Co-Lead Manager. 

This announcement is an advertisement and not a prospectus and not 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 and, if offered, any such securities will be offered and sold only (i) outside of the United States in "offshore transactions" in accordance with Regulation S of the Securities Act and/or (ii) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act. 

This document and the offer when made, in member states of the European Economic Area ("EEA) (each a "Member State") and the United Kingdom, are only addressed to and directed at persons who are "qualified investors" as defined in the EU Prospectus Regulation or the UK Prospectus Regulation ("Qualified Investors"). Each person in a Member State or in the United Kingdom who initially acquires any securities described herein or to whom any offer of such securities may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Bonds that are located in a Member State or in the United Kingdom will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. 

In addition, in the United Kingdom, this document 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 withing 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"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this notification 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. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction. 

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 as well as the Joint Bookrunners, the Co-Lead Manager and their respective 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. 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (d) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and UK MiFIR Product Governance Rules) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II and the UK MiFIR Product Governance Rules; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II or the UK MiFIR Product Governance Rulesis responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II or the UK MiFIR Product Governance Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds. 

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom (the "UK"). For these purposes, a "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II, and (b) in the UK, a person who is one (or more) of (i) a retail client, within the meaning of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. 

Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPS Regulation. 

The Joint Bookrunners and the Co-Lead Manager are acting exclusively for the Company and no-one else in connection with the Combined Offering. They will not regard any other person as their respective clients in relation to the Combined Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Combined Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

Any decision to purchase any of the securities described herein should only be made on the basis of an independent review by a prospective investor of the Company's publicly available information. Neither the Joint Bookrunners nor the Co-Lead Manager nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information. 

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. 

* * * 

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. 

Fresenius SE & Co. KGaA 
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11852 
Chairman of the Supervisory Board: Wolfgang Kirsch 

General Partner: Fresenius Management SE 
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11673 
Management Board: Michael Sen (Chairman), Pierluigi Antonelli, Sara Hennicken, Robert Möller, Dr. Michael Moser 
Chairman of the Supervisory Board: Wolfgang Kirsch 

The information and documents contained on the following pages of this website are for information purposes only. These materials do neither constitute an offer nor an invitation to subscribe to or to purchase securities, nor any investment advice or service, and are not meant to serve as a basis for any kind of obligation, contractual or otherwise. The securities described on the following pages 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 of America (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 such securities in the United States or anywhere else and, if offered, any such securities will be offered and sold only (i) outside of the United States in "offshore transactions" in accordance with Regulation S of the Securities Act and (ii) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act.


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By clicking on the "Accept" button below, you will be deemed to have made this confirmation.
 


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.
 

  • Decisive step in #FutureFresenius highlights another strategic milestone to evolve into a more focused and stronger company.
  • Enhances strategic flexibility and financial profile to strengthen the balance sheet
  • Demonstrates commitment to long-term sustainable value creation and provides the basis to further strengthen the growth platforms as part of REJUVENATE
  • Transaction leverages recent share price gains while keeping options open to participate in future success
    • Fresenius intends to retain 25% plus one share of Fresenius Medical Care demonstrating it remains a committed shareholder
    • Gross proceeds of approximately EUR 1.1 billion which will be used in line with stated capital allocation priorities 
  • Fresenius is now positioned to seize new opportunities and drive forward ambitious plans to create long-term profitable growth and shareholder value

 

Fresenius SE & Co. KGaA (Frankfurt/Xetra: FRE) announces the successful sale of 10.6 million existing shares of Fresenius Medical Care AG ("FME") equivalent to approximately 3.6% of FME's share capital by way of an accelerated bookbuilding procedure at a price of EUR 44.50 per each share (the "Equity Offering"). Fresenius also announces the successful placement of senior unsecured bonds exchangeable into shares maturing in 2028 in an aggregate principal amount of EUR 600 million (the "Bonds") with approximately 10.4 million shares underlying, equivalent to approximately 3.5% of FME's share capital (the "Exchangeable Bond Offering" and together with the Equity Offering, the "Combined Offering"). In total, the Combined Offering generates approximately EUR 1.1 billion of gross proceeds for Fresenius.

The Bonds will have a maturity of 3 years, will be issued at a price of 101.50% of their principal amount and bear no interest, resulting in a yield-to-maturity of (0.50)% per annum. The exchange price was set at EUR 57.85, which corresponds to an exchange premium of 30% above the placement price per share of the Equity Offering, expressing Fresenius' confidence in FME.

Michael Sen, CEO and Chairman of the Fresenius Management Board said: "This pivotal milestone of selling a stake in Fresenius Medical Care marks another significant step in #FutureFresenius, providing us with enhanced strategic flexibility to further strengthen our growth platforms while setting the basis for long-term profitable growth as we prepare for the next phase, REJUVENATE. By capitalizing on recent share price gains, and the combined transaction structure, we have realised value while continuing to be involved in their future success. This action highlights another strategic step for Fresenius to evolve into a more focused and stronger company, ready to seize new opportunities and drive forward our ambitious plans to deliver long-term profitable growth and shareholder value."

Fresenius will use the proceeds in line with the #FutureFresenius strategy and Fresenius' stated capital allocation priorities, including further strengthening the balance sheet, reducing leverage, and delivering long-term growth and shareholder value.

Sara Hennicken, CFO of Fresenius added: "By executing this transaction, we have strengthened our balance sheet in line with our capital allocation priorities and financing strategy. It allows us to benefit from Fresenius Medical Care’s recent strong share price performance while maintaining involvement in the company’s future development. The exchangeable bond with a premium of 30% enables us to realize future value creation while also providing cost-effective funding at a zero percent coupon. The well-covered placement highlights strong demand and confidence in Fresenius Medical Care's operational improvements and potential. I am proud of our team's successful execution."

Notwithstanding this disposal, Fresenius remains by far the largest shareholder in FME and will keep a stake of at least 25% plus one share in FME upon full exchange of the Bonds. Upon exchange, Fresenius will have the flexibility to pay in cash, deliver the relevant underlying shares or deliver and pay a combination thereof. Fresenius, which previously held around 32.2% of FME prior to the Combined Offering, has agreed to a lock-up period of 180 days, subject to certain customary exceptions. Settlement of the Equity Offering is expected to take place on 6 March 2025. The Exchangeable Bond Offering is expected to close on 11 March 2025.

Fresenius has been advised by the Joint Bookrunners (as defined below) that the Joint Bookrunners have organized a simultaneous placement of existing shares on behalf of certain subscribers of the Bonds who wish to sell these Shares in short sales to purchasers procured by the Joint Bookrunners in order to hedge the market risk to which the subscribers are exposed with respect to the Bonds that they acquire in the Exchangeable Bond Offering (the "Delta Placement"). The placement price for the shares sold in the Delta Placement was equivalent to the price per share sold in the Equity Offering. The Company will not receive any proceeds, directly or indirectly, from any existing shares sold pursuant to the Delta Placement. Subscribers of Bonds on whose behalf the Delta Placement, if any, is organized will bear all costs associated therewith and any and all customary commissions.

The Combined Offering and the Delta Placement were exclusively aimed at institutional investors. The Bonds were offered and sold outside the United States to institutional investors in accordance with Regulation S ("Regulation S") under the U.S. Securities Act of 1933 (the "Securities Act"). The Concurrent Equity Offering was made to institutional investors in accordance with Regulation S of the Securities Act outside the United States to non-US persons, and within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

BofA Securities Europe SA and Goldman Sachs Bank Europe SE acted as Joint Global Coordinators and alongside BNP Paribas and Deutsche Bank Aktiengesellschaft as Joint Bookrunners on the Combined Offering and Banco Santander, S.A. acted as Co-Lead Manager.
 

This announcement is an advertisement and not a prospectus and not 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 and, if offered, any such securities will be offered and sold only (i) outside of the United States in "offshore transactions" in accordance with Regulation S of the Securities Act and/or (ii) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act.

This document and the offer when made, in member states of the European Economic Area ("EEA) (each a "Member State") and the United Kingdom, are only addressed to and directed at persons who are "qualified investors" as defined in the EU Prospectus Regulation or the UK Prospectus Regulation ("Qualified Investors"). Each person in a Member State or in the United Kingdom who initially acquires any securities described herein or to whom any offer of such securities may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Bonds that are located in a Member State or in the United Kingdom will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.

In addition, in the United Kingdom, this document 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 withing 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"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this notification 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. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.

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 as well as the Joint Bookrunners, the Co-Lead Manager and their respective 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.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (d) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and UK MiFIR Product Governance Rules) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II and the UK MiFIR Product Governance Rules; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II or the UK MiFIR Product Governance Rulesis responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II or the UK MiFIR Product Governance Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds.

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom (the "UK"). For these purposes, a "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II, and (b) in the UK, a person who is one (or more) of (i) a retail client, within the meaning of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.

Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPS Regulation.

The Joint Bookrunners and the Co-Lead Manager are acting exclusively for the Company and no-one else in connection with the Combined Offering. They will not regard any other person as their respective clients in relation to the Combined Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Combined Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Any decision to purchase any of the securities described herein should only be made on the basis of an independent review by a prospective investor of the Company's publicly available information. Neither the Joint Bookrunners nor the Co-Lead Manager nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.

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. 

The information and documents contained on the following pages of this website are for information purposes only. These materials do neither constitute an offer nor an invitation to subscribe to or to purchase securities, nor any investment advice or service, and are not meant to serve as a basis for any kind of obligation, contractual or otherwise. The securities described on the following pages 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 of America (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 such securities in the United States or anywhere else and, if offered, any such securities will be offered and sold only (i) outside of the United States in "offshore transactions" in accordance with Regulation S of the Securities Act and (ii) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act. 

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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. 

  • Decisive step in #FutureFresenius highlights another strategic milestone to evolve into a more focused and stronger company.
  • Enhances strategic flexibility and financial profile to strengthen the balance sheet
  • Demonstrates commitment to long-term sustainable value creation and provides the basis to further strengthen the growth platforms as part of REJUVENATE
  • Fresenius intends to retain 25% plus one share of Fresenius Medical Care demonstrating it remains a committed shareholder
  • Proceeds will be used in line with stated capital allocation priorities to deliver long-term growth and shareholder value

Fresenius SE & Co. KGaA (Frankfurt/Xetra: FRE) today announced its intention to reduce its stake in Fresenius Medical Care AG ("FME").

Fresenius intends to sell approximately 10.5 million shares of FME (the "Shares"), equivalent to approximately 3.6% of FME's issued share capital, by way of an accelerated bookbuilding procedure (the "Equity Offering"). In addition, Fresenius intends to issue bonds exchangeable into ordinary Shares with approximately 10.5 million Shares underlying, equivalent to approximately 3.6% of FME's issued share capital (the "Exchangeable Bonds" and together with the Equity Offering, the "Combined Offering"). The final size of the respective instruments is to be determined following the completion of the bookbuilding process. Fresenius will retain no less than 25 per cent plus one share of FME.

Fresenius will use the proceeds in line with the #FutureFresenius strategy and the Fresenius' stated capital allocation priorities, including further strengthening the balance sheet, reducing leverage, and delivering long-term growth and shareholder value.

Following the completion of this transaction, Fresenius remains by far the largest shareholder of FME and will continue to actively support the management board through the two Fresenius representatives on the supervisory board of FME.

The placements will start immediately following this announcement and will be addressed to institutional investors only. BofA Securities Europe SA and Goldman Sachs Bank Europe SE are acting as Joint Global Coordinators and alongside BNP Paribas and Deutsche Bank Aktiengesellschaft as Joint Bookrunners on the Combined Offering, with Banco Santander, S.A. acting as Co-Lead Manager. In the context of the placements, Fresenius has agreed to a lock-up undertaking of 180 days, subject to customary exceptions.

The Exchangeable Bonds will have a maturity of 3 years, will be issued with a denomination of EUR 100,000 each at a price between 100.75% and 102.25% of their principal amount and are expected to pay no periodic interest, resulting in a yield-to-maturity of between (0.75)% and (0.25)% per annum. The exchange premium will be set at pricing and is expected to be between 25% and 30% above the placement price per Share in the Equity Offering and the Delta Placement (as defined below).

The Company has been informed by the Joint Bookrunners that the Joint Bookrunners will organize a simultaneous placement of Shares on behalf of certain subscribers of the Exchangeable Bonds who wish to sell these Shares in short sales to purchasers procured by the Joint Bookrunners in order to hedge the market risk to which the subscribers are exposed with respect to the Exchangeable Bonds that they acquire (the "Delta Placement"). The placement price for the Shares sold in the Delta Placement shall be determined via an accelerated bookbuilding process that will be carried out by the Joint Bookrunners concurrently with the Equity Offering. Fresenius will not receive any proceeds, directly or indirectly, from any Shares sold pursuant to the Delta Placement.

This announcement is an advertisement and not a prospectus and not 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 and, if offered, any such securities will be offered and sold only (i) outside of the United States in "offshore transactions" in accordance with Regulation S of the Securities Act and/or (ii) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act. 

This document and the offer when made, in member states of the European Economic Area ("EEA) (each a "Member State") and the United Kingdom, are only addressed to and directed at persons who are "qualified investors" as defined in the EU Prospectus Regulation or the UK Prospectus Regulation ("Qualified Investors"). Each person in a Member State or in the United Kingdom who initially acquires any securities described herein or to whom any offer of such securities may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Bonds that are located in a Member State or in the United Kingdom will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. 

In addition, in the United Kingdom, this document 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 withing 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"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this notification 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. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction. 

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 as well as the Joint Bookrunners, the Co-Lead Manager and their respective 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. 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (d) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and UK MiFIR Product Governance Rules) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II and the UK MiFIR Product Governance Rules; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II or the UK MiFIR Product Governance Rulesis responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II or the UK MiFIR Product Governance Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds. 

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom (the "UK"). For these purposes, a "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II, and (b) in the UK, a person who is one (or more) of (i) a retail client, within the meaning of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. 

Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPS Regulation. 

The Joint Bookrunners and the Co-Lead Manager are acting exclusively for the Company and no-one else in connection with the Combined Offering. They will not regard any other person as their respective clients in relation to the Combined Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Combined Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

Any decision to purchase any of the securities described herein should only be made on the basis of an independent review by a prospective investor of the Company's publicly available information. Neither the Joint Bookrunners nor the Co-Lead Manager nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information. 

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.  

* * * 

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. 

Fresenius SE & Co. KGaA 
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11852 
Chairman of the Supervisory Board: Wolfgang Kirsch 

General Partner: Fresenius Management SE 
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11673 
Management Board: Michael Sen (Chairman), Pierluigi Antonelli, Sara Hennicken, Robert Möller, Dr. Michael Moser 
Chairman of the Supervisory Board: Wolfgang Kirsch 

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