Fresenius Kabi, part of the global healthcare company Fresenius, announced today it has received two awards for supply and service excellence from Vizient®, the largest provider-driven healthcare performance improvement company in the U.S.
The Supplier of the Year Awards recognize outstanding suppliers by category that support Vizient’s mission to strengthen providers’ delivery of better, more affordable care.
“These awards from Vizient are an important acknowledgment of the company’s commitment to long-term, sustainable drug supply,” said Arun Verma, president, Fresenius Kabi USA and a member of the Executive Leadership Team at Fresenius Kabi AG. “The Vizient Supply Assurance award is especially gratifying as it recognizes our efforts to assure continuity of supply for essential medicines and technologies."
The rate of change, a key parameter for determining the price increase for the reimbursement of hospital treatments in 2026 in Germany, has been set at 5.17%. The change in hospital costs is the other parameter used in the annual determination of the reimbursement increase. The final DRG inflator should be determined at the latest by the end of the year.
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. Securities may not be offered or sold in the United States of America (“US”) absent registration under the US Securities Act of 1933, as amended, or an exemption from registration. The securities described on the following pages are not offered for sale in the US or to "US persons" (as defined in Regulation S under the US Securities Act of 1933, as amended).
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After being absent from the Euro bond market for almost two years, Fresenius today successfully placed bonds with an aggregate volume of €1 billion across two tranches:
- €500 million bonds with a maturity in September 2029 and an annual coupon of 2.75% and
- €500 million bonds with a maturity in March 2034 and an annual coupon of 3.50%.
Today’s transaction follows the successful signing of a new €400 million loan agreement with the European Investment Bank.
The proceeds of the transaction will be used for general corporate purposes, including the refinancing of existing financial liabilities. Concurrently with the bond issuance Fresenius announced its intention to early repay the outstanding €500 million 4.250% bond due May 28, 2026, via a make-whole call, subject to the successful settlement of the bond issuance.
The bonds were drawn under the Fresenius Debt Issuance Program and issued by Fresenius SE & Co. KGaA. Fresenius has applied to the Luxembourg Stock Exchange to admit the bonds to trading on its regulated market.
The envisaged settlement date of the bonds is September 15, 2025.
With this transaction, Fresenius has successfully covered its funding needs for 2025 and further increased the financial flexibility in line with the company’s prudent financing strategy.
Fresenius remains committed to its investment grade rating and its self-imposed target leverage corridor of 2.5 to 3.0x net debt/EBITDA. Deleveraging and a strong balance sheet focus combined with clear capital allocation priorities are key aspects to deliver on #FutureFresenius.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, Singapore or the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or Singapore or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or Singapore. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or Singapore. There will be no public offer of the securities in the United States.
This announcement 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. Neither Fresenius SE & Co. KGaA, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II Public Limited Company undertake any responsibility to update the forward-looking statements in this announcement.
This announcement is a general information and not a prospectus. It has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA") will be made pursuant to the prospectus and any supplement thereto prepared by Fresenius SE & Co. KGaA, Fresenius Finance Ireland Public Limited Company and Fresenius Finance Ireland II Public Limited Company in combination with the relevant final terms relating to such securities or pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus, as supplemented, in combination with the relevant final terms relating to such securities, to be issued by the company in connection with the offering of such securities. The applicable final terms for such securities, when published, will be available on the website of the Luxembourg Stock Exchange (www.LuxSE.com) together with the prospectus and any supplement thereto. Copies of the prospectus are also available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “relevant persons”). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
- The European Investment Bank (EIB) loan of €400 million will support Fresenius investments to increase availability of innovative medicines and biosimilars across Europe.
- The loan demonstrates EIB’s ongoing commitment to high-quality and affordable healthcare.
- This financing is a further step in the #FutureFresenius agenda.
Fresenius, a global healthcare company, will receive a new €400 million loan from the European Investment Bank (EIB) to strengthen Fresenius’ European research and development (R&D) activities. The financing will be used to support expansion of Fresenius Kabi's manufacturing of medical products and biosimilars in European countries.
The EIB-backed investments aim to strengthen resilience of pharmaceutical production in the EU and contribute to security of supply and financial relief for European healthcare systems. This will facilitate access to modern and affordable healthcare.
Sara Hennicken, CFO of Fresenius: "Our mission at Fresenius is to save and improve people’s lives. Investing in our core business with the development of innovative, affordable healthcare products is a key element of Rejuvenate, the current phase of our #FutureFresenius journey. Consequently, the continued trust of the European Investment Bank means more to us than just attractive financing; it is a valued recognition of our contribution to a healthy European future."
Nicola Beer, Vice President of the EIB: "Our long-standing partnership with Fresenius is a testament to the EIB’s enduring commitment to accessible, high-quality healthcare throughout Europe. By supporting the accelerated development of biosimilar and generic pharmaceuticals by Fresenius across several European countries, we are helping to deliver innovative, affordable solutions for millions of patients while strengthening the EU’s resilience in medicine supply and research excellence. Together, we are scaling up scientific advances and manufacturing capability, paving the way for a healthier, more sustainable future."
According to a study by IQVIA, generic drugs account for around 70% of prescriptions in Europe but represent only just under 20% of pharmaceutical costs, according to an IQVIA research.
As a manufacturer of pharmaceuticals, biosimilars, clinical nutrition and medical technologies with around 20 manufacturing plants and multiple R&D centers across Europe, Fresenius stands for the reliable supply of essential medicines.
Over the last five years, Fresenius has invested more than €1 billion in European manufacturing in key markets. These investments are intended to meet European demand. The aim of Fresenius' local-for-local strategy is to manufacture products for European patients in Europe.
Over the last 5 years, the EIB has provided more than €22 billion in financing for the health and life sciences sector, including €4 billion in countries outside the EU.
The EIB has backed long term innovation investments by Fresenius for around 20 years.
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.
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.
THE FOLLOWING INFORMATION AND DOCUMENTS ARE NOT DIRECTED AT AND ARE NOT INTENDED FOR USE BY (I) PERSONS WHO ARE RESIDENTS OF OR LOCATED IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR (II) PERSONS IN ANY OTHER JURISDICTION WHERE THE COMMUNICATION OR RECEIPT OF SUCH INFORMATION IS RESTRICTED IN SUCH A WAY THAT PROVIDES THAT SUCH PERSONS SHALL NOT RECEIVE IT. SUCH PERSONS, OR PERSONS ACTING FOR THE BENEFIT OF ANY SUCH PERSONS, ARE NOT PERMITTED TO VISIT THE FOLLOWING PAGES OF THE WEBSITE.
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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
- 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.
THE FOLLOWING INFORMATION AND DOCUMENTS ARE NOT DIRECTED AT AND ARE NOT INTENDED FOR USE BY (I) PERSONS WHO ARE RESIDENTS OF OR LOCATED IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR (II) PERSONS IN ANY OTHER JURISDICTION WHERE THE COMMUNICATION OR RECEIPT OF SUCH INFORMATION IS RESTRICTED IN SUCH A WAY THAT PROVIDES THAT SUCH PERSONS SHALL NOT RECEIVE IT. SUCH PERSONS, OR PERSONS ACTING FOR THE BENEFIT OF ANY SUCH PERSONS, ARE NOT PERMITTED TO VISIT THE FOLLOWING PAGES OF THE WEBSITE.
To visit the following parts of this website you must confirm that
(i) you are not a resident of or located in the United States, Canada, Australia, Japan or South Africa,
(ii) you are not a person to whom the communication of the information contained on the website is restricted,
(iii) you will not distribute any of the information and documents contained thereon to any such person, and
(iv) you are not acting for the benefit of any such person.
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
- 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.
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. Securities may not be offered or sold in the United States of America (“US”) absent registration under the US Securities Act of 1933, as amended, or an exemption from registration. The securities described on the following pages are not offered for sale in the US or to "US persons" (as defined in Regulation S under the US Securities Act of 1933, as amended).
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The healthcare group Fresenius yesterday issued a bond of CHF 225 million with a tenor of five years and an annual coupon of 1,5975%. The issue follows the company’s successful debut transaction on the Swiss market in 2023.
As a regular issuer in the bond and Schuldschein market, the company continues to diversify its funding sources and steadily expand its investor base. Fresenius issued the bond under its Debt Issuance Program (DIP) and will apply for a listing on the SIX Swiss Exchange. The transaction is expected to close on October 24, 2024. The issuer is Fresenius SE & Co. KGaA. The proceeds will be used for general corporate purposes, including the refinancing of existing financial liabilities.
Fresenius remains committed to its investment-grade rating and its self-imposed target corridor of 3.0 to 3.5x net debt/EBITDA. In the first half of 2024, the leverage ratio was 3.4x and thus within this range.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, Singapore or the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or Singapore or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or Singapore. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or Singapore. There will be no public offer of the securities in the United States.
This announcement 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. Neither Fresenius SE & Co. KGaA, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II Public Limited Company undertake any responsibility to update the forward-looking statements in this announcement.
The CHF Notes are not offered to the public outside of Switzerland. This announcement is published for information purposes solely and does not constitute an offer to sell or subscribe for a security. This release does not constitute a prospectus within the meaning of art. 35 et seq. FinSA or FinSO
The rating agency S&P Global Ratings today revised the credit outlook for Fresenius SE from negative to stable. The rating was affirmed at BBB. In particular, S&P acknowledged Fresenius's improved operating performance, its simplified structure and capacity to deliver on its profitable growth plans.
"The revised outlook is further proof that #FutureFresenius is paying off. It confirms our focus on profitable growth, liquidity, and capital efficiency. Based on the operational strength of our operating companies Fresenius Kabi and Fresenius Helios, we expect to be within our self-imposed leverage target corridor by year end," said Fresenius CFO Sara Hennicken.
Fresenius is rated investment grade by the three leading rating agencies S&P Global Ratings (BBB/stable), Moody's (Baa3/stable) and Fitch (BBB-/stable). The company expects that it will be within its self-imposed leverage corridor of 3.0 to 3.5x net debt/EBITDA by the end of 2024.
1 At expected average exchange rates for both net debt and EBITDA; pro forma closed acquisitions/divestitures; excluding further potential acquisitions/divestitures; before special items; including lease liabilities and Fresenius Medical Care dividend
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. Securities may not be offered or sold in the United States of America (“US”) absent registration under the US Securities Act of 1933, as amended, or an exemption from registration. The securities described on the following pages are not offered for sale in the US or to "US persons" (as defined in Regulation S under the US Securities Act of 1933, as amended).
THE FOLLOWING INFORMATION AND DOCUMENTS ARE NOT DIRECTED AT AND ARE NOT INTENDED FOR USE BY (I) PERSONS WHO ARE RESIDENTS OF OR LOCATED IN THE US, CANADA, JAPAN, SINGAPORE OR AUSTRALIA OR WHO ARE US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), OR (II) PERSONS IN ANY OTHER JURISDICTION WHERE THE COMMUNICATION OR RECEIPT OF SUCH INFORMATION IS RESTRICTED IN SUCH A WAY THAT PROVIDES THAT SUCH PERSONS SHALL NOT RECEIVE IT. SUCH PERSONS, OR PERSONS ACTING FOR THE BENEFIT OF ANY SUCH PERSONS, ARE NOT PERMITTED TO VISIT THE FOLLOWING PAGES OF THE WEBSITE.
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Fresenius has successfully placed a €500 million bond with a 7-year maturity and an annual coupon of 5.125%.
The transaction follows the successful debut issuance of Fresenius in the Swiss bond market with a CHF275 million bond with a 5-year maturity and an annual coupon of 2.96%.
The proceeds of both transactions will be used for general corporate purposes, including the refinancing of existing financial liabilities. The bonds were drawn under the Fresenius Debt Issuance Program and issued by Fresenius SE & Co. KGaA.
For the €500 million bond, Fresenius has applied to the Luxembourg Stock Exchange to admit the bond to trading on its regulated market. The envisaged settlement date is October 5, 2023. For the CHF275 million bond, application will be made for the listing of the bond on the SIX Swiss Exchange. The envisaged settlement date is October 18, 2023.
Fresenius is a regular issuer in the Euro bond market, as well as in the Schuldschein market. With its inaugural CHF bond, the company seeks to further diversify its funding sources, as well as to broaden its investor universe. Access to different bond markets and a diversification of financing instruments are important components of Fresenius’ financing strategy.
Fresenius remains committed to its investment grade rating and its self-imposed leverage corridor of 3.0 to 3.5x net debt/EBITDA. Deleveraging and a strong balance sheet focus combined with clear capital allocation priorities are key aspects to deliver on #FutureFresenius.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, Singapore or the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or Singapore or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or Singapore. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or Singapore. There will be no public offer of the securities in the United States.
This announcement 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. Neither Fresenius SE & Co. KGaA, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II Public Limited Company undertake any responsibility to update the forward-looking statements in this announcement.
Additional note regarding the Euro bond issue:
This announcement is a general information and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus, as supplemented, in combination with the relevant final terms relating to such securities, to be issued by the company in connection with the offering of such securities. The applicable final terms for such securities, when published, will be available on the website of the Luxembourg Stock Exchange (www.LuxSE.com) together with the prospectus and any supplement thereto. Copies of the prospectus are also available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA") will be made pursuant to the prospectus and any supplement thereto prepared by Fresenius SE & Co. KGaA, Fresenius Finance Ireland Public Limited Company and Fresenius Finance Ireland II Public Limited Company in combination with the relevant final terms relating to such securities or pursuant to an exemption under Regulation (EU) 1129/2017 (the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Neither Fresenius SE & Co. KGaA, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II Public Limited Company have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for Fresenius SE & Co. KGaA, Fresenius Finance Ireland Public Limited Company and Fresenius Finance Ireland II Public Limited Company or any other person to publish or supplement a prospectus for such offer.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “relevant persons”). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
The rating agency Fitch today revised the outlook of Fresenius from negative to stable. The rating was affirmed at BBB-. The improved outlook is based on the consistent performance of the Operating Companies, a prudent capital allocation and progress on the group simplification, amongst others. The revised outlook is another strong testament of the successful execution of the strategy towards #FutureFresenius. Fresenius remains committed to its investment grade rating and its self-imposed leverage corridor of 3.0 to 3.5x net debt/EBITDA.