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 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 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.

To visit the following parts of this website you must confirm that
(i) you are not a resident of the United States of America, Canada, Japan or Australia or a "US person" (as defined in Regulation S under the US Securities Act of 1933, as amended),
(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


 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN


 

Fresenius successfully placed €500 million equity-neutral convertible bonds due 2024.

The bonds will not bear any interest. The issue price was fixed at 101.00% of the nominal value, corresponding to an annual yield to maturity of -0.142%. The initial conversion price will be set at 45% above Fresenius’ reference share price1.

1The reference share price will be the arithmetic average of Fresenius’ daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on January 20, 2017.

This was the last component of the debt financing for the acquisition of Quirónsalud, Spain’s largest private hospital operator.

The average interest rate over all financing instruments used for the acquisition of Quirónsalud will be significantly below the originally projected 2.0%.

The bonds were offered through an international private placement solely to qualified investors outside the United States. The initial conversion price is expected to be determined after market close on February 2, 2017 once the reference share price has been determined. Settlement and closing will take place on January 31, 2017.

Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

Credit Suisse Securities (Europe) Limited and Société Générale Corporate & Investment Banking are acting as Joint Global Coordinators for the offering together with Crédit Agricole Corporate and Investment Bank as Joint Bookrunners.

The Fresenius' counterparties will hedge their positions under the call options through the purchase or sale of Fresenius shares, or any other transactions.

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. None of Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank (the "Joint Bookrunners") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the Bonds referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds in the United States of America, Australia, Canada, South Africa or Japan.

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 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. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.

Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims 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.

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 date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.

Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

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 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.

To visit the following parts of this website you must confirm that
(i) you are not a resident of the United States of America, Canada, Japan or Australia or a "US person" (as defined in Regulation S under the US Securities Act of 1933, as amended),
(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.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

 

 

 

Fresenius successfully placed €500 million equity-neutral convertible bonds due 2024.

The bonds will not bear any interest. The issue price was fixed at 101.00% of the nominal value, corresponding to an annual yield to maturity of -0.142%. The initial conversion price will be set at 45% above Fresenius’ reference share price1.

This was the last component of the debt financing for the acquisition of Quirónsalud, Spain’s largest private hospital operator.

The average interest rate over all financing instruments used for the acquisition of Quirónsalud will be significantly below the originally projected 2.0%.

The bonds were offered through an international private placement solely to qualified investors outside the United States. The initial conversion price is expected to be determined after market close on February 2, 2017 once the reference share price has been determined. Settlement and closing will take place on January 31, 2017.

 

Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

Credit Suisse Securities (Europe) Limited and Société Générale Corporate & Investment Banking are acting as Joint Global Coordinators for the offering together with Crédit Agricole Corporate and Investment Bank as Joint Bookrunners.

The Fresenius' counterparties will hedge their positions under the call options through the purchase or sale of Fresenius shares, or any other transactions.


1The reference share price will be the arithmetic average of Fresenius’ daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on January 20, 2017.

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. None of Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank (the "Joint Bookrunners") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the Bonds referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds in the United States of America, Australia, Canada, South Africa or Japan.

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 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. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.

Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims 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.

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 date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.

Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

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 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.

To visit the following parts of this website you must confirm that
(i) you are not a resident of the United States of America, Canada, Japan or Australia or a "US person" (as defined in Regulation S under the US Securities Act of 1933, as amended),
(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.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

  • Non-interest bearing
  • Issue price 100.00% to 104.75%
  • Conversion premium 45%

Fresenius intends to issue €500 million equity-neutral convertible bonds due 2024. This is the last component of the acquisition financing for Quirónsalud, Spain’s largest private hospital operator.

Via the convertible bonds, investors can benefit from a positive performance of Fresenius shares. Concurrently with the placement of the bonds, Fresenius will purchase call options on its shares1 to fully hedge its risk of high repayment obligations. The instrument will not result in the issuance of new shares upon conversion of the bonds.

The bonds will not bear any interest and will have a denomination of €100,000. The issue price will range between 100.00% and 104.75% of their nominal value, corresponding to an annual yield to maturity between -0.66% and 0.00%.

The initial conversion price will be 45% above Fresenius’ reference share price.
The reference share price will be the arithmetic average of Fresenius’ daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on January 20, 2017.

The bonds will be offered through an international private placement solely to qualified investors outside the United States. The initial conversion price is expected to be determined after market close on February 2, 2017 once the reference share price has been determined. Settlement and closing are expected on January 31, 2017.

Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

Credit Suisse Securities (Europe) Limited and Société Générale Corporate & Investment Banking are acting as Joint Global Coordinators for the offering together with Crédit Agricole Corporate and Investment Bank as Joint Bookrunners.

The Fresenius' counterparties will hedge their positions under the call options through the purchase or sale of Fresenius shares, or any other transactions.


1cash-settled; any increase of Fresenius’ share price above the conversion price would be offset by a corresponding value increase of the call options; dilution of Fresenius’ share capital through issuance of new shares in connection with this transaction is ruled out.

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. None of Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank (the "Joint Bookrunners") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the Bonds referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds in the United States of America, Australia, Canada, South Africa or Japan.

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 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. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.

Each of the Issuer and the Joint Bookrunners and their respective affiliates expressly disclaims 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.

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 date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.

Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 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.

To visit the following parts of this website you must confirm that

(i) you are not a resident of the United States of America, Canada, Japan or Australia or a "US person" (as defined in Regulation S under the US Securities Act of 1933, as amended),
(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


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN


 

  • Non-interest bearing
  • Issue price 100.00% to 104.75%
  • Conversion premium 45%

Fresenius intends to issue €500 million equity-neutral convertible bonds due 2024. This is the last component of the acquisition financing for Quirónsalud, Spain’s largest private hospital operator.

Via the convertible bonds, investors can benefit from a positive performance of Fresenius shares. Concurrently with the placement of the bonds, Fresenius will purchase call options1 on its shares to fully hedge its risk of high repayment obligations. The instrument will not result in the issuance of new shares upon conversion of the bonds.

1cash-settled; any increase of Fresenius’ share price above the conversion price would be offset by a corresponding value increase of the call options; dilution of Fresenius’ share capital through issuance of new shares in connection with this transaction is ruled out.

The bonds will not bear any interest and will have a denomination of €100,000. The issue price will range between 100.00% and 104.75% of their nominal value, corresponding to an annual yield to maturity between -0.66% and 0.00%. The initial conversion price will be 45% above Fresenius’ reference share price. The reference share price will be the arithmetic average of Fresenius’ daily volume-weighted average XETRA share prices over a period of ten consecutive XETRA trading days, starting on January 20, 2017.

The bonds will be offered through an international private placement solely to qualified investors outside the United States. The initial conversion price is expected to be determined after market close on February 2, 2017 once the reference share price has been determined. Settlement and closing are expected on January 31, 2017.

Fresenius intends to apply for the bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

Credit Suisse Securities (Europe) Limited and Société Générale Corporate & Investment Banking are acting as Joint Global Coordinators for the offering together with Crédit Agricole Corporate and Investment Bank as Joint Bookrunners.

The Fresenius' counterparties will hedge their positions under the call options through the purchase or sale of Fresenius shares, or any other transactions.

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. None of Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank (the "Joint Bookrunners") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer or any of its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America or to any US person. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, shares or Bonds to any person in the United States of America (or to any US person), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds referred to herein may not be offered or sold in the United States of America unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the Bonds referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Bonds in the United States of America, Australia, Canada, South Africa or Japan.

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The date of admission of the Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bond offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bond offering for the person concerned.

Credit Suisse Securities (Europe) Limited, Société Générale Corporate & Investment Banking and Crédit Agricole Corporate and Investment Bank, are acting exclusively for the Issuer and no one else in connection with the Bond offering. They will not regard any other person as their respective clients in relation to the Bond offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Bond offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Bond offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer or related investments in connection with this Bond offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

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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 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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  • Largest component of the acquisition financing for Quirónsalud
  • Four tranches with volumes of €700 and €500 million

Fresenius today successfully placed unsecured notes with an aggregate volume of €2.6 billion, split in four tranches with different maturities:

  • €700 million notes with a 5-year maturity and a coupon of 0.875% were issued at a price of 99.732% resulting in a yield of 0.930%,
  • €700 million notes with a 7-year maturity and a coupon of 1.500% were issued at a price of 99.875% and have a yield of 1.519%,
  • €700 million notes with a 10-year maturity and a coupon of 2.125% were issued at a price of 99.359% resulting in a yield of 2.197%,
  • €500 million notes with a 15-year maturity and a coupon of 3.000% were issued at a price of 99.275% and have a yield of 3.061%. With the 15-year tranche, Fresenius for the first time issued notes with a maturity longer than 10 years.

The transaction was very well received by investors and substantially oversubscribed.

The proceeds will be used to fund the acquisition of Quirónsalud, Spain’s largest private hospital operator, and for general corporate purposes.

The average maturity across all tranches is approx. 8.8 years with an average yield of approx. 1.8%. With this notes issuance, the average interest rate over all financing instruments used for the acquisition of Quirónsalud will be significantly below the originally projected 2.0%.

The notes were drawn under the newly established Fresenius European Medium Term Note (EMTN) Programme and issued by Fresenius Finance Ireland plc., a wholly owned subsidiary of Fresenius SE & Co. KGaA. The programme enables Fresenius to issue notes in various currencies and maturities in a standardized format.

Fresenius has applied to the Luxembourg Stock Exchange to admit the notes to trading on its regulated market.

 

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, 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 or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. 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 or Japan. There will be no public offer of the securities in the United States.

 

This announcement is an advertisement 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 to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be 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 Notes in any Member State of the European Economic Area (EEA) which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a Relevant Member State) will be made pursuant the prospectus prepared by Fresenius SE & Co. KGaA and Fresenius Finance Ireland Public Limited Company or pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Neither Fresenius SE & Co. KGaA nor Fresenius Finance Ireland 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 and Fresenius Finance Ireland 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.
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, and the availability of financing. Neither Fresenius SE & Co. KGaA nor Fresenius Finance Ireland Public Limited Company undertake any responsibility to update the forward-looking statements in this announcement.

 

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 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.

To visit the following parts of this website you must confirm that
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(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


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN


 

  • Largest component of the acquisition financing for Quirónsalud
  • Four tranches with volumes of €700 and €500 million

Fresenius today successfully placed unsecured notes with an aggregate volume of €2.6 billion, split in four tranches with different maturities:

 

 

  • €700 million notes with a 5-year maturity and a coupon of 0.875% were issued at a price of 99.732% resulting in a yield of 0.930%,
  • €700 million notes with a 7-year maturity and a coupon of 1.500% were issued at a price of 99.875% and have a yield of 1.519%,
  • €700 million notes with a 10-year maturity and a coupon of 2.125% were issued at a price of 99.359% resulting in a yield of 2.197%,
  • €500 million notes with a 15-year maturity and a coupon of 3.000% were issued at a price of 99.275% and have a yield of 3.061%. With the 15-year tranche, Fresenius for the first time issued notes with a maturity longer than 10 years.

The transaction was very well received by investors and substantially oversubscribed.

The proceeds will be used to fund the acquisition of Quirónsalud, Spain’s largest private hospital operator, and for general corporate purposes.

The average maturity across all tranches is approx. 8.8 years with an average yield of approx. 1.8%. With this notes issuance, the average interest rate over all financing instruments used for the acquisition of Quirónsalud will be significantly below the originally projected 2.0%.

The notes were drawn under the newly established Fresenius European Medium Term Note (EMTN) Programme and issued by Fresenius Finance Ireland plc., a wholly owned subsidiary of Fresenius SE & Co. KGaA. The programme enables Fresenius to issue notes in various currencies and maturities in a standardized format.

Fresenius has applied to the Luxembourg Stock Exchange to admit the notes to trading on its regulated market.

 

 

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, 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 or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. 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 or Japan. There will be no public offer of the securities in the United States.

This announcement is an advertisement 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 to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be 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 Notes in any Member State of the European Economic Area (EEA) which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a Relevant Member State) will be made pursuant the prospectus prepared by Fresenius SE & Co. KGaA and Fresenius Finance Ireland Public Limited Company or pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Neither Fresenius SE & Co. KGaA nor Fresenius Finance Ireland 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 and Fresenius Finance Ireland 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.
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, and the availability of financing. Neither Fresenius SE & Co. KGaA nor Fresenius Finance Ireland Public Limited Company undertake any responsibility to update the forward-looking statements in this announcement.

 

Fresenius Medical Care, the world’s largest provider of dialysis products and services, today announced a leadership change in North America. William (Bill) Valle (56) has been appointed the new Chief Executive Officer (CEO) of North America, effective January 16, 2017. Bill Valle will succeed Ronald (Ron) Kuerbitz (57), who is joining agilon health as Chief Executive Officer. agilon health is a healthcare services and technology company formed in 2016 that partners with physicians to create value-based healthcare delivery systems.

“Fresenius Medical Care and agilon health share a vision for making healthcare more effective by empowering patients and caregivers with the administrative, technology and management resources that enable them to focus the right resources on the right patient at the right time and place although in different areas of the health care sector. That focus is essential to the transition from fee-for-service to value-based care – and is the path to better outcomes, better experiences and better economics for all participants in the system. I am very proud of the accomplishments of the remarkably capable and dedicated team at Fresenius Medical Care and I am thrilled to join an equally creative and dedicated team at agilon,” said Ron Kuerbitz, who will remain with the company until mid-February and will assist in the leadership transition during that time.

Bill Valle serves since 2014 as Executive Vice President responsible for the Dialysis Service Business of Fresenius Medical Care North America (FMCNA) – the largest business segment of the company as well as our Vascular Access business. In that position he was responsible for the successful management of more than 2,400 outpatient facilities and home programs and 1,400 inpatient programs across the United States and Puerto Rico. Approximately 187,000 dialysis patients receive life-sustaining dialysis therapy in these facilities.

Bill Valle joined FMCNA in 2009 with 22 years' experience in the dialysis industry, holding executive positions at several dialysis companies including Gambro Healthcare, Inc.

Before 2014 Bill Valle served as President of Fresenius Medical Care Integrated Renal Services. In that capacity, he oversaw Fresenius Vascular Care and our Services Business Development team, and also had responsibility for integrating our other key areas of provider operations, including the FreseniusRx pharmacy, Inpatient Services and Spectra Laboratories.

“I want to thank Ron for his many years of outstanding contributions – most notably his strong stewardship of our strategic shift toward building a coordinated care network for patients and we wish Ron all the best in his future endeavors” said Rice Powell, Chief Executive Officer of Fresenius Medical Care and Chairman of the Management Board. “I am incredibly proud of the world class executive and operations team we have assembled and the unparalleled care network we have built. Bill’s successful record and his extensive management experience within FMCNA and the health care field qualify him superbly for the position. I am confident he is the right leader for FMCNA as we continue to grow and integrate our businesses into a coordinated care network”.

Stephan Sturm, Chairman of the Supervisory Board of Fresenius Medical Care Management AG, said: “Bill Valle has made outstanding contributions to the success of Fresenius Medical Care over the years. With his excellent understanding of the strategic opportunities and challenges ahead of us, Bill’s leadership will ensure the continued success of the company”.

Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases, of which around 2.8 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,579 dialysis clinics, Fresenius Medical Care provides dialysis treatments for 306,366 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Along with the core business, the company focuses on expanding the range of additional medical services in the field of care coordination.

For more information about Fresenius Medical Care, visit the Company’s website at www.freseniusmedicalcare.com.

Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.

 

Following a hearing on Thursday, the United States District Court of the Eastern District of Texas has granted a temporary restraining order (TRO) requested by Dialysis Patients Citizens (a patient advocacy organization), Fresenius Medical Care, DaVita, and US Renal, with the support of the American Kidney Fund.

The TRO will remain effective until the earlier of January 26, 2017 or the date the court is able to conclude further proceedings and rule on the plaintiffs’ motion for a preliminary injunction. A hearing on the motion for preliminary injunction is scheduled for January 18, 2017.

The TRO request, and the underlying complaint, sought relief from the administration’s Interim Final Rule (IFR) that would constrain charitable contributions to the American Kidney Foundation and similar charitable organizations benefiting dialysis patients.

Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases of which around 2.8 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,579 dialysis clinics, Fresenius Medical Care provides dialysis treatments for 306,366 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Along with the core business, the company focuses on expanding the range of related medical services in the field of Care Coordination. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).

For more information visit the Company’s website at www.freseniusmedicalcare.com.

Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.

Fresenius Medical Care Holdings, Inc. (FMCNA) has joined other United States dialysis providers and patient advocates in filing a lawsuit challenging the rulemaking process used by the United States Centers for Medicare and Medicaid Services (CMS) to promulgate a new regulation regarding premium assistance programs that help to fund health insurance premiums for U.S. patients with end stage renal disease (ESRD). Many financially needy Americans receive grants from nonprofit charities to help them obtain health insurance. For decades, the American Kidney Fund (AKF) has provided such premium assistance to ESRD patients, and we have supported their mission with charitable contributions made in accordance with guidelines established by the HHS Office of Inspector General.

The new regulation, which is scheduled to become effective on January 13, 2017, threatens to put an end to premium assistance for certain ESRD patients in the United States, including those who access individual market plan coverage both on and off the marketplace exchanges. The lawsuit describes how CMS promulgated this rule without providing patients, healthcare providers, issuers and the public the opportunity to review and comment, as required by law. If finalized, the rule will cause severe and immediate harm to those patients who are among the most vulnerable in society: individuals suffering from kidney failure, which is a life-threatening condition.

We joined this lawsuit to ensure that Americans with kidney failure have the same right as every other American to receive charitable assistance to pay their health insurance premiums. The issue before the Court is whether CMS engaged in a proper rulemaking process as required by the Administrative Procedures Act. While we are supportive of CMS’ efforts to preserve patient independence in making decisions about healthcare coverage, it is clear that the new regulation is not a thoughtful or well-reasoned step forward. Instead, it heightens the potential for discrimination by issuers against dialysis patients and it increases the potential for disruption in access to dialysis care by the neediest Americans. We are urging the Court to stay the effectiveness of the regulation so that CMS can engage in the deliberative and informed rulemaking as required by the Administrative Procedures Act. We have asked the Court to issue an order blocking this “midnight” regulation from taking effect days before the inauguration of the new U.S. President. While we cannot predict the outcome of litigation, we believe that our claims have merit.

The regulation, should it become effective, and the continuing efforts by insurers – through their discussions with CMS and otherwise – to reject premium assistance for ESRD patients in the United States, may result in a material adverse effect on our business. The factors that may impact the future use of premium assistance by FMCNA ESRD patients include (i) how the regulation is interpreted, (ii) the status of the regulation, (iii) federal regulatory, legislative and/or executive action, (iv) state regulatory, legislative and/or executive action, (v) the status of the Patient Protection and Affordable Care Act generally, including the viability of the marketplace exchanges, (vi) legal challenges to the regulation, its interpretation or application, and (vii) responses to the regulation by issuers, providers, and patients. Between 700 and 2,000 FMCNA ESRD patients who currently use premium assistance in connection with individual market plans on and off the exchanges may be impacted by the regulation and/or continuing insurer efforts to reject premium assistance, but that range could also be impacted materially by the above factors.

On January 3, 2017, FMCNA accepted service of a subpoena from the United States Attorney for the District of Massachusetts calling for the production of information related to the premium assistance program operated by the AKF. FMCNA is cooperating with this investigation.

Fresenius Medical Care is the world's largest provider of products and services for individuals with renal diseases of which around 2.8 million patients worldwide regularly undergo dialysis treatment. Through its network of 3,579 dialysis clinics, Fresenius Medical Care provides dialysis treatments for 306,366 patients around the globe. Fresenius Medical Care is also the leading provider of dialysis products such as dialysis machines or dialyzers. Along with the core business, the company focuses on expanding the range of related medical services in the field of Care Coordination. Fresenius Medical Care is listed on the Frankfurt Stock Exchange (FME) and on the New York Stock Exchange (FMS).

For more information visit the Company’s website at www.freseniusmedicalcare.com.

Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.

January 16

January 16, 2017
Frankfurt, Germany

Kepler Cheuvreux 16th German Corporate Conference

January 16 – 17, 2017

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