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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. 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THIS ANNOUNCEMENT, INCLUDING THE INFORMATION INCLUDED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF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.
Fresenius SE & Co. KGaA (Frankfurt/Xetra: FRE) today announced its intention to reduce its stake in Fresenius Medical Care AG ("FME").
Fresenius intends to sell approximately 10.5 million shares of FME (the "Shares"), equivalent to approximately 3.6% of FME's issued share capital, by way of an accelerated bookbuilding procedure (the "Equity Offering"). In addition, Fresenius intends to issue bonds exchangeable into ordinary Shares with approximately 10.5 million Shares underlying, equivalent to approximately 3.6% of FME's issued share capital (the "Exchangeable Bonds" and together with the Equity Offering, the "Combined Offering"). The final size of the respective instruments is to be determined following the completion of the bookbuilding process. Fresenius will retain no less than 25 per cent plus one share of FME.
Fresenius will use the proceeds in line with the #FutureFresenius strategy and the Fresenius' stated capital allocation priorities, including further strengthening the balance sheet, reducing leverage, and delivering long-term growth and shareholder value.
Following the completion of this transaction, Fresenius remains by far the largest shareholder of FME and will continue to actively support the management board through the two Fresenius representatives on the supervisory board of FME.
The placements will start immediately following this announcement and will be addressed to institutional investors only. BofA Securities Europe SA and Goldman Sachs Bank Europe SE are acting as Joint Global Coordinators and alongside BNP Paribas and Deutsche Bank Aktiengesellschaft as Joint Bookrunners on the Combined Offering, with Banco Santander, S.A. acting as Co-Lead Manager. In the context of the placements, Fresenius has agreed to a lock-up undertaking of 180 days, subject to customary exceptions.
The Exchangeable Bonds will have a maturity of 3 years, will be issued with a denomination of EUR 100,000 each at a price between 100.75% and 102.25% of their principal amount and are expected to pay no periodic interest, resulting in a yield-to-maturity of between (0.75)% and (0.25)% per annum. The exchange premium will be set at pricing and is expected to be between 25% and 30% above the placement price per Share in the Equity Offering and the Delta Placement (as defined below).
The Company has been informed by the Joint Bookrunners that the Joint Bookrunners will organize a simultaneous placement of Shares on behalf of certain subscribers of the Exchangeable Bonds who wish to sell these Shares in short sales to purchasers procured by the Joint Bookrunners in order to hedge the market risk to which the subscribers are exposed with respect to the Exchangeable Bonds that they acquire (the "Delta Placement"). The placement price for the Shares sold in the Delta Placement shall be determined via an accelerated bookbuilding process that will be carried out by the Joint Bookrunners concurrently with the Equity Offering. Fresenius will not receive any proceeds, directly or indirectly, from any Shares sold pursuant to the Delta Placement.
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into any jurisdiction, including the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
This announcement is not an offer to sell, or solicitation of an offer to buy, any securities in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities described herein in the United States or anywhere else and, if offered, any such securities will be offered and sold only (i) outside of the United States in "offshore transactions" in accordance with Regulation S of the Securities Act and/or (ii) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act.
This document and the offer when made, in member states of the European Economic Area ("EEA) (each a "Member State") and the United Kingdom, are only addressed to and directed at persons who are "qualified investors" as defined in the EU Prospectus Regulation or the UK Prospectus Regulation ("Qualified Investors"). Each person in a Member State or in the United Kingdom who initially acquires any securities described herein or to whom any offer of such securities may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Bonds that are located in a Member State or in the United Kingdom will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
In addition, in the United Kingdom, this document is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities falling withing Article 49(2) of the Order and (iii) persons at or to whom it can otherwise lawfully be distributed or directed (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this notification or any of its contents.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.
This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. Any forward‐looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to its business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.
The Company and its affiliates as well as the Joint Bookrunners, the Co-Lead Manager and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (d) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and UK MiFIR Product Governance Rules) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II and the UK MiFIR Product Governance Rules; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II or the UK MiFIR Product Governance Rulesis responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II or the UK MiFIR Product Governance Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom (the "UK"). For these purposes, a "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II, and (b) in the UK, a person who is one (or more) of (i) a retail client, within the meaning of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPS Regulation.
The Joint Bookrunners and the Co-Lead Manager are acting exclusively for the Company and no-one else in connection with the Combined Offering. They will not regard any other person as their respective clients in relation to the Combined Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Combined Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Any decision to purchase any of the securities described herein should only be made on the basis of an independent review by a prospective investor of the Company's publicly available information. Neither the Joint Bookrunners nor the Co-Lead Manager nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
* * *
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, the availability of financing and unforeseen impacts of international conflicts. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Wolfgang Kirsch
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Michael Sen (Chairman), Pierluigi Antonelli, Sara Hennicken, Robert Möller, Dr. Michael Moser
Chairman of the Supervisory Board: Wolfgang Kirsch
Fresenius announced today that its Operating Company Fresenius Kabi’s ustekinumab biosimilar Otulfi® (ustekinumab-aauz), developed by Formycon AG, is now available in the United States and European Union. Otulfi® is an ustekinumab biosimilar for the reference product Stelara® (ustekinumab).
In February 2023, Fresenius Kabi and Formycon entered a global commercialization partnership for the ustekinumab biosimilar covering key global markets. In September 2024, U.S. FDA and EC approval for both subcutaneous and intravenous formulations was received. Otulfi® is indicated for the treatment of Crohn’s disease, ulcerative colitis, moderate to severe plaque psoriasis and active psoriatic arthritis in the U.S. Being Fresenius’ fourth biosimilar on the market, the company continues the growth path of its BioPharma platform in line with #FutureFresenius.
Fresenius announced today that its Operating Company Fresenius Kabi’s ustekinumab biosimilar Otulfi® (ustekinumab-aauz), developed by Formycon AG, is now available in the United States and European Union. Otulfi® is an ustekinumab biosimilar for the reference product Stelara® (ustekinumab).
In February 2023, Fresenius Kabi and Formycon entered a global commercialization partnership for the ustekinumab biosimilar covering key global markets. In September 2024, U.S. FDA and EC approval for both subcutaneous and intravenous formulations was received. Otulfi® is indicated for the treatment of Crohn’s disease, ulcerative colitis, moderate to severe plaque psoriasis and active psoriatic arthritis in the U.S. Being Fresenius’ fourth biosimilar on the market, the company continues the growth path of its BioPharma platform in line with #FutureFresenius.
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.
Fresenius SE & Co. KGaA (Frankfurt/Xetra: FRE) today announced its intention to reduce its stake in Fresenius Medical Care AG ("FME").
Fresenius intends to sell approximately 10.5 million shares of FME (the "Shares"), equivalent to approximately 3.6% of FME's issued share capital, by way of an accelerated bookbuilding procedure (the "Equity Offering"). In addition, Fresenius intends to issue bonds exchangeable into ordinary Shares with approximately 10.5 million Shares underlying, equivalent to approximately 3.6% of FME's issued share capital (the "Exchangeable Bonds" and together with the Equity Offering, the "Combined Offering"). The final size of the respective instruments is to be determined following the completion of the bookbuilding process. Fresenius will retain no less than 25 per cent plus one share of FME.
Fresenius will use the proceeds in line with the #FutureFresenius strategy and the Fresenius' stated capital allocation priorities, including further strengthening the balance sheet, reducing leverage, and delivering long-term growth and shareholder value.
Following the completion of this transaction, Fresenius remains by far the largest shareholder of FME and will continue to actively support the management board through the two Fresenius representatives on the supervisory board of FME.
The placements will start immediately following this announcement and will be addressed to institutional investors only. BofA Securities Europe SA and Goldman Sachs Bank Europe SE are acting as Joint Global Coordinators and alongside BNP Paribas and Deutsche Bank Aktiengesellschaft as Joint Bookrunners on the Combined Offering, with Banco Santander, S.A. acting as Co-Lead Manager. In the context of the placements, Fresenius has agreed to a lock-up undertaking of 180 days, subject to customary exceptions.
The Exchangeable Bonds will have a maturity of 3 years, will be issued with a denomination of EUR 100,000 each at a price between 100.75% and 102.25% of their principal amount and are expected to pay no periodic interest, resulting in a yield-to-maturity of between (0.75)% and (0.25)% per annum. The exchange premium will be set at pricing and is expected to be between 25% and 30% above the placement price per Share in the Equity Offering and the Delta Placement (as defined below).
The Company has been informed by the Joint Bookrunners that the Joint Bookrunners will organize a simultaneous placement of Shares on behalf of certain subscribers of the Exchangeable Bonds who wish to sell these Shares in short sales to purchasers procured by the Joint Bookrunners in order to hedge the market risk to which the subscribers are exposed with respect to the Exchangeable Bonds that they acquire (the "Delta Placement"). The placement price for the Shares sold in the Delta Placement shall be determined via an accelerated bookbuilding process that will be carried out by the Joint Bookrunners concurrently with the Equity Offering. Fresenius will not receive any proceeds, directly or indirectly, from any Shares sold pursuant to the Delta Placement.
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into any jurisdiction, including the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
This announcement is not an offer to sell, or solicitation of an offer to buy, any securities in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities described herein in the United States or anywhere else and, if offered, any such securities will be offered and sold only (i) outside of the United States in "offshore transactions" in accordance with Regulation S of the Securities Act and/or (ii) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the Securities Act.
This document and the offer when made, in member states of the European Economic Area ("EEA) (each a "Member State") and the United Kingdom, are only addressed to and directed at persons who are "qualified investors" as defined in the EU Prospectus Regulation or the UK Prospectus Regulation ("Qualified Investors"). Each person in a Member State or in the United Kingdom who initially acquires any securities described herein or to whom any offer of such securities may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Bonds that are located in a Member State or in the United Kingdom will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
In addition, in the United Kingdom, this document is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities falling withing Article 49(2) of the Order and (iii) persons at or to whom it can otherwise lawfully be distributed or directed (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this notification or any of its contents.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.
This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. Any forward‐looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to its business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.
The Company and its affiliates as well as the Joint Bookrunners, the Co-Lead Manager and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (d) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements and UK MiFIR Product Governance Rules) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II and the UK MiFIR Product Governance Rules; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II or the UK MiFIR Product Governance Rulesis responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II or the UK MiFIR Product Governance Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom (the "UK"). For these purposes, a "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II, and (b) in the UK, a person who is one (or more) of (i) a retail client, within the meaning of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPS Regulation.
The Joint Bookrunners and the Co-Lead Manager are acting exclusively for the Company and no-one else in connection with the Combined Offering. They will not regard any other person as their respective clients in relation to the Combined Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Combined Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Any decision to purchase any of the securities described herein should only be made on the basis of an independent review by a prospective investor of the Company's publicly available information. Neither the Joint Bookrunners nor the Co-Lead Manager nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
Conference Call FY/2024 Presentation
FY/24: Upgraded outlook achieved, consistent financial performance with profitable growth.
Q4/2024: Continued growth and further deleveraging
1 Before special items
2 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
3 Growth rate adjusted for Argentina hyperinflation.
4 Excluding Fresenius Medical Care
5 At average exchange rates for both net debt and EBITDA; pro forma closed acquisitions/divestitures, including lease liabilities, including Fresenius Medical Care dividend
Michael Sen, CEO of Fresenius: “Thanks to a tremendous team effort, Fresenius delivered outstanding results in 2024 with high-single-digit organic revenue growth and double-digit EBIT and EPS growth. Our growth vectors – Nutrition, MedTech and Biopharma – and consistent performance from Helios paced this strong development. On top of this operating success, we ended the year with a significant reduction in leverage, which is at the lowest level in seven years. The momentum for success will continue through 2025, as we move to the next phase of #FutureFresenius and take the company to the next level of performance. For 2025 we expect 4% to 6% in revenue growth and 3% to 7% in EBIT growth. We have also upgraded our ambition level of the Fresenius Financial Framework. This includes higher margin ambitions for Kabi, and for the Group a lower leverage corridor. We also want to pass on our improving financial strength to our shareholders. Thus, we want to recommend a dividend payment for the year of 1 Euro per share. As we move forward, we continue to focus on performance and delivery. Our mission to save and improve human lives is unwavering: Fresenius is Committed to Life."
Outlook for Fiscal Year 2025
Fresenius Group5: Organic revenue growth1,2 of 4% to 6%,
constant currency EBIT growth3 in the range of 3% to 7%
Fresenius Kabi1: Organic revenue growth2,3 in the mid- to high-single-digit percentage range; EBIT margin of 16.0% to 16.5%
Fresenius Helios4: Organic revenue growth2 in the mid-single-digit percentage range; EBIT margin3 around 10%
Assumptions to guidance: Guidance assumes current factors and known uncertainties, but it does not reflect potential extreme scenarios from a fast-moving geopolitical environment.
1 Before special items
2 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
3 Growth rate adjusted for Argentina hyperinflation.
4 Excluding Fresenius Medical Care
5 2024 base: €21,526 million (revenue) and €2,489 million (EBIT)
Fresenius Financial Framework – Ambitions further raised
New dividend policy reflects capital allocation priorities
Fresenius’ new dividend policy is designed to ensure attractive shareholder returns while at the same time providing strategic flexibility. Going forward, Fresenius will pay out 30 to 40% of its Group core net income excluding Fresenius Medical Care and before special items as dividend. For fiscal year 2024, Fresenius will propose a dividend of €1.00 per share. The dividend proposal is a strong increase over the 2022 base and demonstrates Fresenius’ improving financial strength and its commitment to delivering shareholder value. For fiscal year 2023, Fresenius’ dividend payment was interrupted by legal restrictions due to the receipt of the energy relief payments at Helios in Germany.
1 2024 base: €8,414 million (revenue) and €1,319 million (EBIT)
2 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
3 Before special items
4 2024 base: €12,739 million (revenue) and €1,288 million (EBIT)
5 At expected average exchange rates for both net debt and EBITDA; pro forma closed acquisitions/divestitures; excluding further potential acquisitions/divestitures; before special items; including lease liabilities, including Fresenius Medical Care dividend
Fresenius Group – Business development FY/24
Fresenius closed fiscal year 2024 with a strong fourth quarter and achieved its twice-upgraded full-year guidance. The consistent positive delivery of Fresenius Kabi and the strong performance at Fresenius Helios, drove an 8%1 year-on-year Group organic revenue1 increase to €21.5 billion. Due to an improved operating business performance, Group EBIT before special items increased 10%3 in constant currency to €2.5 billion. Earnings per share2,4 rose by 13%3 in constant currency to €2.59.
End of 2024, the #FutureFresenius Revitalize phase has been successfully concluded, resulting in significant financial progress driven by a simpler Group structure, improved steering, an optimized portfolio and a refined operating model. In 2025, the focus will be on continued value creation by entering the Rejuvenate phase, which also aims to pursue platform-driven growth. In 2025 the emphasis will be on further debt reduction, delivering higher Kabi margins, drive Helios’ programme and fostering innovation.
A dedicated performance programme for Helios has been set up to increase efficiency and productivity, and to counteract the end of the energy relief funding. The programme is expected to contribute ~€100 million at EBIT level by 2025 at Helios Germany. Combined with further incremental growth of Helios in Germany and Spain, the Fresenius Helios EBIT margin is expected to be around 10% in FY/25. Contributions from the performance programme will be weighted to the second half of 2025, in particular, as some of the levers are process-related and will take time to deliver and realize benefits. Some of the performance measures are likely to materialize fully beyond 2025. This sets an excellent basis for further improving productivity within the 10 to 12% structural margin band in 2026 and beyond.
1 Organic growth rate adjusted for accounting effects related to Argentina hyperinflation.
2 Before special items
3 Growth rate adjusted for Argentina hyperinflation
4 Ex Fresenius Medical Care
Operating Companies – Business development FY/24 and Q4
Fresenius Kabi
In FY/24, Fresenius Kabi delivered consistent financial performance over the course of the year with excellent organic revenue growth of 10% above the top-end of the structural growth band and an impressive EBIT margin expansion of 140 bps to 15.7%.
Q4/24: Fresenius Kabi delivered a strong finish to the year
1 Organic growth rate adjusted for the accounting effects related to Argentina hyperinflation.
2 Before special items
Fresenius Helios
In FY 2024, Fresenius Helios delivered organic revenue growth of 6% driven by solid activity growth and favorable price developments in Germany and Spain. EBIT margin of 10.1%1 within the structural margin band ambition.
Q4/24: Fresenius Helios with strong EBIT development in Spain; end of energy relief payments weighing on Helios Germany
1 Before special items
Group figures Q4 & FY 2024
Conference call and Audio webcast
As part of the publication Fourth Quarter and Full Year 2024 results, a conference call will be held on February 26, 2025 at 1:30 p.m. CET (7:30 a.m. EST). All investors are cordially invited to follow the conference call in a live audio webcast at www.fresenius.com/investors. Following the call, a replay will be available on our website.
Contact for shareholders
Investor Relations
Telephone: + 49 61 72 6 08-24 87
Telefax: + 49 61 72 6 08-24 88
E-mail: ir-fre@fresenius.com
Note on the presentation of financial figures
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.
