Fresenius plans purchase of Fresenius Medical Care ordinary shares to preserve voting interest of at least 30%
The planned transaction shall be executed through share purchases, carried out from time to time, in a manner intended to have minimal impact on FME's share price on the stock exchange.
After maturity of the Mandatory Exchangeable Bond on August 14, 2011, Fresenius' current voting interest in FME is 30.3%. The exercise of FME stock options could, however, dilute Fresenius' interest to 29.3% mid-term.
The planned share purchase is meant to preserve a long-term voting interest in FME above 30%, maintaining the current ownership situation. Under applicable German law, if Fresenius' ownership were to fall below 30% and Fresenius purchased additional ordinary shares to bring its ownership above 30%, Fresenius would become obligated to offer to purchase all of FME's shares. Upon completion of the purchase of approximately 3.5 million ordinary shares, Fresenius' voting interest in FME would increase to approximately 31.5%.
Fresenius' position as general partner of FME requires ownership of at least 25% of FME's share capital.
The number of shares to be purchased corresponds to the XETRA trading volume of four to five average trading days.
Based on FME's current share price, the financing requirement for Fresenius is approximately €180 million. It shall be funded from cash flow and existing credit lines. Fresenius expects its incremental share in FME's net income to exceed its cost of financing the share purchase. The planned share purchase is therefore expected to be slightly accretive to Group net income. From today's perspective, Group Net Debt/EBITDA, including the effect of the planned share purchase, will stay below 3.0 in 2012.
Fresenius will provide details on the share purchase upon its completion.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g., changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2 million individuals worldwide. Through its network of 2,874 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 228,239 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information visit the Company's website at www.fmc-ag.com.
Fresenius AG (SE)
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2010, Group sales were approximately €16.0 billion. On September 30, 2011 the Fresenius Group had 145,118 employees worldwide.
For more information visit the Company's website at www.fresenius.com.