Fresenius

Fresenius today announced that the Biologics License Application (BLA) for the denosumab biosimilars Conexxence®** (denosumab-bnht) and Bomyntra®** (denosumab-bnht) of its operating company Fresenius Kabi has been approved by the U.S. Food and Drug Administration (FDA). The denosumab biosimilars are approved for all indications of the reference products Prolia®* (denosumab) and Xgeva®* (denosumab), respectively. 

Additionally, Fresenius’ operating company has reached a global settlement with Amgen, allowing the launch of these biosimilars in the US from mid-2025 and in Europe later in H2 of 2025 subject to regulatory approval.

The FDA approval and the global settlement agreement with Amgen are the latest developments in Fresenius’ continuing commitment to improving patient access to high-quality biological products through expanding its biosimilars development capabilities and product portfolio. Growing the company's (Bio)Pharma platform is a substantial cornerstone of #FutureFresenius.

*Prolia® and Xgeva®* are registered trademarks of Amgen Inc.
**Conexxence® and **Bomyntra® are registered trademarks of Fresenius Kabi Deutschland in selected countries. 


Read the full press release here.

Please click to see full  Prescribing Information for Conexxence®.
Please click to see full  Prescribing Information  for Bomyntra®.
 

Fresenius today announced that the Biologics License Application (BLA) for the denosumab biosimilars Conexxence®** (denosumab-bnht) and Bomyntra®** (denosumab-bnht) of its operating company Fresenius Kabi has been approved by the U.S. Food and Drug Administration (FDA). The denosumab biosimilars are approved for all indications of the reference products Prolia®* (denosumab) and Xgeva®* (denosumab), respectively. 

Additionally, Fresenius’ operating company has reached a global settlement with Amgen, allowing the launch of these biosimilars in the US from mid-2025 and in Europe later in H2 of 2025 subject to regulatory approval.

The FDA approval and the global settlement agreement with Amgen are the latest developments in Fresenius’ continuing commitment to improving patient access to high-quality biological products through expanding its biosimilars development capabilities and product portfolio. Growing the company's (Bio)Pharma platform is a substantial cornerstone of #FutureFresenius.

*Prolia® and Xgeva®* are registered trademarks of Amgen Inc.
**Conexxence® and **Bomyntra® are registered trademarks of Fresenius Kabi Deutschland in selected countries. 


Read the full press release here.

Please click to see full Prescribing Information for Conexxence®.
Please click to see full Prescribing Information for Bomyntra®.
 

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

 

María (Mapi) Henríquez de Armas works as Director Sustainability at Quirónsalud, the Fresenius hospital group in Spain.

People need a healthy environment. As a healthcare company, we therefore see it as our responsibility to protect the climate and the environment, and to be careful in our use of natural resources. In line with our principle:
WE ACT TODAY FOR A BETTER TOMORROW
Over 100 years of heritage. Mindful of future needs and resources

Mapi, climate protection is a central aspect of the Fresenius Groups sustainability ambition – why so? 

Mapi Henríquez de Armas: Climate change is no longer an abstract issue. Its effects, such as heatwaves and floods, frequently dominate global headlines and are becoming increasingly evident. Our company is not immune to these changes. On the one hand, we need to adapt our business activities to the shifting conditions - for example, in our healthcare facilities, we have to prepare for rising temperatures and more severe weather events to be able to provide best possible care for our patients also in the future. On the other hand, we also contribute to greenhouse gas emissions. Hence, we have a responsibility to contribute to climate protection and play a role in limiting global warming, the driving force behind climate change. While adapting to climate change is managed at a local level, we have set global emission reduction targets that help us to meet related expectations and to coordinate our efforts. 

What do we want to achieve? 

Mapi Henríquez de Armas: By 2030, we will reduce the greenhouse gases from our business activities and energy consumption by 50% compared to 2020. Our goal is to be climate-neutral in our own operations by 2040, through increasing energy efficiency and utilizing renewable energy sources. Any remaining emissions will be offset, for example, by supporting climate protection projects. At Quirónsalud, we have defined several impactful measures as part of our Energy and Climate Change Adaptation and Mitigation Plan. For example, the Sustainable Anesthesia Project aims to eliminate the use of nitrous oxide and desflurane in anesthetic practices, with recommendation for low flow and alternative options like intravenous therapy, without compromising patient care. Additionally, we are digitalizing processes and unifying building management systems across hospitals, allowing for coordinated and automated management of electricity, gas, and water consumption to ensure optimal performance and further enhance resource efficiency. 

We are also focusing on upgrading infrastructure by replacing heating and cooling systems in our facilities with more efficient, lower-carbon alternatives, such as switching from diesel to natural gas boilers.  

Our long-term goal is to achieve net zero by 2050, meaning that both our upstream and downstream value chain activities will also be climate neutral. 

Photovoltaic systems at Quirónsalud.

How realistic is it that we will achieve our Group goals and what drives you in your related work? 

Mapi Henríquez de Armas: Overall, we are on the right track. Last year, for example, we reduced our our direct greenhouse gas emissions (Scope 1 and 2 emissions) as a Group by 27,2% compared to the base year 2020. The levers available to achieve our targets are the same everywhere. Wherever possible, we aim to increase energy efficiency and use renewable energy. Since 2022, Quirónsalud has been incorporating solar panels for electricity generation in our hospitals as part of our efforts to reduce our climate impact and ensure the sustainability of our energy supply. This has resulted in generating 5.6 GWh of electricity, amounting to 6% of the total electricity consumed in these centers. 

Given that the healthcare sector accounts for around 4-5% of global greenhouse gas emissions, I am convinced that, as a leading company in the sector, we have a responsibility when it comes to climate protection. For me, the climate targets and a clear path towards decarbonization are proof that the issue is being taken seriously—both at the management and operational levels. It motivates me to know, that we as a company are fully committed to reducing our carbon footprint and fighting climate change and its consequences while continuing to deliver the best healthcare results and experiences for our patients. 

  • 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.

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 

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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. 

* * * 

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.


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
  • 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. 

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