Fresenius SE today successfully priced an issue of mandatory exchangeable bonds with an aggregate nominal amount of € 554.4 million. The bonds will be issued by Fresenius Finance (Jersey) Ltd. Upon redemption the bonds will be mandatorily exchangeable into ordinary shares of Fresenius Medical Care AG & Co. KGaA.

The bonds have a maturity of 3 years. Upon maturity, a maximum of 16.80 million and a minimum of 14.24 million shares will be deliverable, representing approximately 5.66 % and 4.80 %, respectively, of Fresenius Medical Care's total subscribed capital.

The bonds carry a coupon of 5 ⅝ % p.a. The minimum exchange price equals the reference share price of € 33.00 and the maximum exchange price has been set 18 % above the reference share price. This structure allows Fresenius SE to participate in a potential upside of Fresenius Medical Care shares up to the maximum exchange price of € 38.94.

Settlement of the bonds is expected on August 14, 2008. Settlement of the mandatory exchangeable bonds subscribed by Dr. Patrick Soon-Shiong, founder and majority shareholder of APP Pharmaceuticals is subject to the closing of Fresenius Kabi's acquisition of APP Pharmaceuticals. Fresenius intends to list the bonds in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange. However, the issue is not conditional upon obtaining listing.

Credit Suisse, Deutsche Bank, Dresdner Kleinwort and JPMorgan acted as Joint Bookrunners for the offering.

Concurrent with the issuance of the bonds a bookbuilding for an accelerated secondary equity offering of Fresenius Medical Care shares has been carried out by Credit Suisse and Deutsche Bank, without a direct involvement of Fresenius SE. The concurrent equity offering is common market practice in order to coordinate potential selling interest in Fresenius Medical Care shares. The shares were placed at a price of € 33.00 per share.

Supplemental information to the Bond:

The Management Board of Fresenius SE resolved today, with the consent of the Supervisory Board, to issue mandatory exchangeable bonds with a nominal amount of up to € 600 million. The bonds will be issued by Fresenius Finance (Jersey) Ltd. Upon redemption the bonds will be mandatorily exchangeable into ordinary shares of Fresenius Medical Care AG & Co. KGaA.

The bonds will be offered in a private placement solely to institutional investors outside the United States, Canada, Australia and Japan. There will be no public offering of the bonds.

Fresenius Medical Care is the world's largest provider of dialysis products and services and Fresenius' largest business segment. Fresenius SE currently owns approximately 36 % of both the ordinary voting shares and of the total subscribed capital of Fresenius Medical Care. Fresenius SE continues to view Fresenius Medical Care as a core business segment within the Fresenius Group.

The net proceeds from the issuance will be used to contribute to the funding of the previously announced acquisition of APP Pharmaceuticals, Inc. The acquisition is an important step in the growth strategy of Fresenius Kabi, a business segment of Fresenius SE. Through the acquisition of APP Pharmaceuticals Fresenius Kabi enters the U.S. pharmaceuticals market and achieves a leading position in the global I.V. generics market. This North American platform provides further attractive growth opportunities for Fresenius Kabi's existing product portfolio.

At the time of issuance, up to 17 million ordinary shares of Fresenius Medical Care are underlying the bonds. At redemption, even after delivery of the underlying Fresenius Medical Care shares, Fresenius SE will still hold more than 30 % of Fresenius Medical Care's voting stock.

The bonds have a maturity of 3 years and will be issued at 100 % of the principal amount. The coupon is expected to be in a range from 5 ⅛ % to 5 ⅝ % p.a. The minimum exchange price equals the reference share price and the maximum exchange price is expected to be set between 118 % and 122 % of the reference share price. This structure allows Fresenius SE to participate in a potential upside of Fresenius Medical Care shares.

The bonds' reference price corresponds to the placement price determined by a bookbuilding for an accelerated secondary equity offering of Fresenius Medical Care shares. This placement will be executed by Credit Suisse and Deutsche Bank concurrent with the issuance of the bonds, without direct involvement of Fresenius SE, however. In line with common market practice, the placement will coordinate potential selling interest in Fresenius Medical Care common shares resulting from the issuance of the bonds.

Settlement of the bonds is expected on August 14, 2008. Fresenius intends to list the bonds in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange. However, the issue is not conditional upon obtaining listing.

Dr. Patrick Soon-Shiong, founder and majority shareholder of APP Pharmaceuticals, has committed to buy mandatory exchangeable bonds in the amount of € 100 million in this transaction. The mandatory exchangeable bonds subscribed by Dr. Soon-Shiong will have identical terms as the other bonds, with settlement subject to the closing of Fresenius Kabi's acquisition of APP Pharmaceuticals.

Credit Suisse, Deutsche Bank, Dresdner Kleinwort and JPMorgan are acting as Joint Bookrunners for the offering.

The issuance of the mandatory exchangeable bonds is the first component of the long-term financing of the acquisition of APP Pharmaceuticals. Within the next 12 months, Fresenius may complement it with a capital increase of up to € 300 million. Any residual financing requirement will consist of debt instruments.

Dr. Ulf Mark Schneider, Chairman of the Management Board of Fresenius SE commented: "Fresenius Medical Care will continue to be a core business of the Fresenius Group and a strong earnings contributor based on its excellent growth profile. With the mandatory exchangeable bonds we will participate in any increase of Fresenius Medical Care's value over the next three years. At the same time, we strengthen our business segment Fresenius Kabi with the acquisition of APP Pharmaceuticals and enhance the financial results of our Group. We do not anticipate a further reduction of our holdings in Fresenius Medical Care."

Supplemental information to the Bond:

Glossary

Below, Fresenius provides an overview on the financial results of the first half of 2008:

Based on preliminary figures, Group sales increased 9 % in constant currency and by 2 % at actual rates to € 5,710 million. Group EBIT rose by 8 % in constant currency. At actual rates, EBIT was at previous year's level of € 780 million. Group net income grew by 13 % in constant currency and by 8 % at actual rates to € 211 million.

Below are the financial results by business segment, based on preliminary figures:

Fresenius Medical Care achieved sales growth of 10 % to US$ 5,177 million. EBIT rose 8 % to US$ 816 million. Net income grew by 17 % to US$ 395 million.

Fresenius Kabi achieved an excellent sales growth of 14 % to € 1,121 million. EBIT increased by 14 % to € 181 million. The EBIT margin was 16.1 % (H1 2007: 16.1 %).

Fresenius Helios achieved strong sales and EBIT growth. Sales increased by 17 % to € 1,040 million. EBIT grew by 22 % to € 83 million.

Fresenius Vamed achieved sales growth of 11 % to € 177 million. EBIT was € 9 million.

The final figures for the first half of 2008 and the outlook for the full year will be provided on July 30, 2008, as originally scheduled.

Key figures of the business segments (US GAAP, preliminary)

• Sales € 5.7 billion, +2 % at actual rates, +9 % in constant currency
• EBIT € 781 million, +0 % at actual rates, +8 % in constant currency
• Net income € 212 million, +9 % at actual rates, +14 % in constant currency

• Excellent sales and earnings growth in constant currency
• Strong financial results in all business segments with high organic sales growth
• All business segments fully on track to achieve full-year guidance

Compared to the preliminary figures announced on July 17, 2008, Group EBIT improved by € 1 million to € 781 million and net income by € 1 million to € 212 million.

Outlook for 2008 confirmed
Based on the Group's excellent financial results in the first half Fresenius fully confirms its positive outlook for 2008: Group sales are expected to grow by 8 to 10 % in constant currency. Net income is expected to increase by 10 to 15 % in constant currency. All business segments are expected to contribute to this growth.

Sales growth of 9 % in constant currency
Group sales increased by 9 % in constant currency and by 2 % at actual rates to € 5,710 million (H1 2007: € 5,592 million). Organic sales growth was 6 %. Acquisitions contributed a further 4 %. Divestitures reduced sales growth by 1 %. Currency translation had a negative impact of 7 %. This is mainly attributable to the average US dollar rate depreciating 15 % against the euro in the first half of 2008 compared to previous year's period.

Sales growth in the business segments was as follows:

In Europe sales grew by 15 % in constant currency with organic sales growth of 8 %. In North America constant currency and organic sales growth were each 3 %. Strong organic growth rates were achieved in the emerging markets reaching 14 % in Asia-Pacific and 16 % in Latin America.

Strong earnings growth
Group EBITDA increased by 10 % in constant currency and by 2 % at actual rates to € 998 million (H1 2007: € 977 million). Group operating income (EBIT) grew by 8 % in constant currency to € 781 million (H1 2007: € 780 million). At actual rates EBIT was on previous year's level. The Group's EBIT margin was 13.7 % (H1 2007: 13.9 %).

Group net interest improved to € -167 million (H1 2007: € -185 million) mainly due to lower average interest rates of Fresenius Medical Care's debt and currency translation effects.

The Group tax rate was 34.9 % (H1 2007: 36.0 %).

Minority interest increased slightly to € 188 million (H1 2007: € 186 million), of which 93 % was attributable to the minority interest in Fresenius Medical Care.

Group net income grew by 14 % in constant currency and by 9 % at actual rates to € 212 million (H1 2007: € 195 million). Earnings per ordinary share increased to € 1.36 and earnings per preference share increased to € 1.37 (H1 2007: ordinary share € 1.26, preference share € 1.27). This represents an increase of 8 % for both share classes.

 

Continued investments in growth
Fresenius Group spent € 332 million for property, plant and equipment and intangible assets (H1 2007: € 302 million). Acquisition spending was € 292 million (H1 2007: € 223 million).

 

Sustainable cash flow development
Operating cash flow decreased to € 481 million (H1 2007: € 553 million) due to the higher working capital requirements. The cash flow margin was 8.4 % (H1 2007: 9.9 %). Cash flow before acquisitions and dividends was € 149 million (H1 2007: € 258 million) mainly due to net capital expenditure increasing to € 332 million (H1 2007: € 295 million). Free cash flow after net acquisitions (€ 224 million) and dividends (€ 218 million) was € -293 million (H1 2007: € -94 million).

 

Solid balance sheet
Fresenius Group's total assets increased by 5 % in constant currency and by 1 % at actual rates to € 15,491 million (December 31, 2007: € 15,324 million). Current assets increased by 8 % in constant currency and by 5 % at actual rates to € 4,505 million (December 31, 2007: € 4,291 million). Non-current assets were € 10,986 million (December 31, 2007: € 11,033 million).

Shareholders' equity including minority interest increased by 4 % in constant currency to € 6,073 million (December 31, 2007: € 6,059 million). The equity ratio (including minority interest) was 39.2 % (December 31, 2007: 39.5 %).

Group debt increased by 2 % at actual rates to € 5,805 million (December 31, 2007: € 5,699 million). In constant currency, Group debt increased by 5 %. As of June 30, 2008, the net debt/EBITDA ratio was 2.7 (December 31, 2007: 2.6).

 

Number of employees increased
As of June 30, 2008, Fresenius increased the number of its employees by 3 % to 117,453 (December 31, 2007: 114,181). The growth was mainly attributable to Fresenius Kabi and Fresenius Medical Care.

Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to prevent and treat graft rejection following organ transplantation.

Studies with the antibodies Removab^® and Rexomun^® in various indications are ongoing in Europe and the US.

Orphan Drug Designation was achieved in Switzerland for the antibody Removab in the indications malignant ascites, gastric cancer and ovarian cancer. The Swiss Agency for therapeutic products (Swiss Medic) grants the Orphan Drug Designation to medicinal products used for rare, life-threatening or chronic diseases that affect no more than five in every 10,000 people in Switzerland and for which no sufficient effective treatment exists.

The registration process for Removab in Europe in the indication malignant ascites is proceeding according to plan. Fresenius Biotech dispatched the marketing authorization application to the European Medicines Agency (EMEA) in December 2007.

Fresenius Biotech's EBIT was € -20 million (H1 2007: € -20 million). For 2008, Fresenius Biotech expects an EBIT of approximately € -50 million.


The Business Segments

Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of services and products for patients with chronic kidney failure. As of June 30, 2008, Fresenius Medical Care was treating 179,340 patients in 2,318 dialysis clinics.

• Strong growth in all regions
• Outlook 2008 fully confirmed

Fresenius Medical Care achieved sales growth of 10 % to US$ 5,177 million (H1 2007: US$ 4,725 million). Organic growth was 6 %. Currency translation effects had a positive impact of 4 %. Sales in dialysis care increased by 6 % to US$ 3,769 million (H1 2007: US$ 3,556 million). In dialysis products sales grew by 20 % to US$ 1,408 million (H1 2007: US$ 1,169 million).

In North America sales increased by 3 % to US$ 3,382 million (H1 2007: US$ 3,297 million). Dialysis services revenue increased by 2 % to US$ 3,028 million. Average revenue per treatment in the US was US$ 327 in the second quarter of 2008 (Q2 2007: US$ 327). In the first quarter of 2008, average revenue per treatment in the US was US$ 326. The sequential improvement in the revenue per treatment was due to an increase in EPO utilization. Sales outside North America ("International" segment) grew by 26 % (12 % in constant currency) to US$ 1,795 million (H1 2007: US$ 1,428 million). Strong sales growth in constant currency was achieved in Asia-Pacific (+11 %), Europe (+12 %) and Latin America (+16 %).

EBIT rose by 8 % to US$ 818 million (H1 2007: US$ 756 million) resulting in an EBIT margin of 15.8 % (H1 2007: 16.0 %). This development mainly reflected higher research and development expenses. Reduced reimbursement rates for EPO and lower utilization of EPO as well as start-up cost for new clinics were offset by increases in underlying reimbursement rates, cost containment and continued strong performance of renal products including PhosLo.

Net income increased by 17 % to US$ 397 million (H1 2007: US$ 339 million).

For 2008, Fresenius Medical Care confirms its outlook and expects to achieve revenue of more than US$ 10.4 billion, an increase of more than 7 %. Net income is projected to be between US$ 805 million and US$ 825 million, an increase of 12 % to 15 %.

For further information, please see Fresenius Medical Care's Investor News at www.fmc-ag.com.

Fresenius Kabi
Fresenius Kabi offers infusion therapies and clinical nutrition for seriously and chronically ill patients in the hospital and out-patient environments. The company is also a leading provider of transfusion technology products.

• Excellent organic growth of 10 %
• Outlook 2008 fully confirmed

Fresenius Kabi increased sales by 14 % to € 1,121 million (H1 2007: € 986 million). Organic sales growth was 10 %. Net acquisitions contributed a further 7 % to sales. Currency translation effects had a negative impact of 3 %. This was mainly due to the depreciation of currencies in Great Britain, South Africa and China.

Organic sales growth in Europe (excluding Germany) was 7 %. In Germany organic sales growth was 2 %. In the Asia-Pacific region Fresenius Kabi again achieved significant organic sales growth of 27 %. Organic sales growth in Latin America was 9 % and in other regions 11 %.

EBIT grew by 14 % to € 181 million (H1 2007: € 159 million). The EBIT margin was 16.1 % (H1 2007: 16.1 %). Net income grew by 11 % to € 97 million (H1 2007: € 87 million).

Fresenius Kabi fully confirms the outlook for 2008: The company targets sales growth in constant currency of 12 to 15 %. Further, Fresenius Kabi forecasts an EBIT margin of around 16.5 %.

On July 7, 2008, Fresenius SE announced that Fresenius Kabi has signed definitive agreements to acquire APP Pharmaceuticals, Inc. APP is a leading manufacturer of intravenously administered generic drugs (I.V. generics) in North America. The acquisition is an important step in Fresenius Kabi's growth strategy. Through the acquisition of APP, Fresenius Kabi enters the U.S. pharmaceuticals market and achieves a leading position in the global I.V. generics market. This North American platform provides further attractive growth opportunities for Fresenius Kabi's existing product portfolio.

 

Fresenius Helios
Fresenius Helios is one of the largest private hospital operators in Germany. The HELIOS Kliniken Group owns 60 hospitals, including five maximum care hospitals in Berlin-Buch, Erfurt, Krefeld, Schwerin and Wuppertal. HELIOS treats about 500,000 inpatients per year at its clinics and has a total of approximately 17,500 beds.

• Excellent sales and earnings growth
• Outlook 2008 fully confirmed

Fresenius Helios increased sales by 17 % to € 1,040 million (H1 2007: € 890 million). Acquisitions contributed 11 % to overall sales growth. Organic growth was strong at 5 %^*. This performance was driven by the significant growth in hospital admissions compared to the same period last year.

The integration of the HELIOS clinics Krefeld and Hüls made significant progress in the second quarter. The strong increase in hospital admissions of about 9 % in the first half of 2008 compared to the first half of 2007 reflects the operating progress achieved. The new Krefeld hospital construction plans were finalized in May 2008, setting the stage for an efficient state-of-the art facility.

EBIT grew strongly by 22 % to € 83 million (H1 2007: € 68 million) due to the very good financial performance of the established clinics. The EBIT margin increased to 8.0 % (H1 2007: 7.6 %). Net income improved by 42 % to € 37 million (H1 2007: € 26 million).

Sales at the established clinics rose by 5 %^* to € 945 million. EBIT improved by 31 % to € 89 million. The EBIT margin was 9.4 % (H1 2007: 7.6 %). The acquired clinics (consolidation < 1 year) achieved sales of € 95 million and an EBIT of € -6 million.

Fresenius Helios fully confirms its outlook for 2008: The company expects to achieve sales of more than € 2,050 million. EBIT is projected to increase to € 160 to 170 million, including the negative contribution from the HELIOS clinics Krefeld and Hüls.

^* growth rate on a like for like basis

Fresenius Vamed
Fresenius Vamed offers engineering and services for hospitals and other health care facilities.

• Strong sales growth of 11 %; order intake doubled
• Outlook 2008 fully confirmed

In the first half of 2008, Fresenius Vamed achieved sales growth of 11 % to € 177 million (H1 2007: € 160 million). Acquisitions contributed 4 % to sales growth whereas divestitures had a negative impact of 4 %. Sales in the project business rose by 14 % to € 99 million (H1 2007: € 87 million). Sales in the service business improved by 7 % to € 78 million (H1 2007: € 73 million). Organic sales growth was 11 %.

EBIT was € 9 million (H1 2007: € 9 million). The EBIT margin was 5.1 % (H1 2007: 5.6 %). Net income increased by 13 % to € 9 million (H1 2007: € 8 million).

Order intake in the project business doubled to € 170 million (H1 2007: € 84 million). In the second quarter of 2008, an order of approximately € 25 million contributed to this growth. The order consists of the extension of a hospital in Oberndorf near Salzburg, Austria. Furthermore, Fresenius Vamed received their first order from Sri Lanka with a volume of about € 8 million regarding the supply of medical technical equipment for 25 hospitals. Order backlog as of June 30, 2008 was € 573 million, an increase of 12 % (December 31, 2007: € 510 million).

Fresenius Vamed fully confirms its outlook for 2008 and expects to grow both sales and EBIT by 5 to 10 %.

 

Analyst Conference Call and Audio Webcast
As part of the publication of the results for the first half and the second quarter of 2008, a conference call will be held on July 30, 2008 at 2.00 p.m. CEDT (8.00 a.m. EDT). All investors are cordially invited to follow the conference call in a live broadcast over the Internet at www.fresenius.com/Investor Relations/Presentations. Following the call, a recording will be available.

 

Quarterly financial report
The report for the first half and the second quarter of 2008 will be published on August 6, 2008 (US GAAP) and August 13, 2008 (IFRS) on our website www.fresenius.com/Investor Relations/Financial Reports.

The Management Board of Fresenius SE resolved today, with the consent of the Supervisory Board, to issue up to 2,748,057 new ordinary shares and up to 2,748,057 new preference shares from authorized capital without subscription rights.

The new shares will be placed with institutional investors by way of an accelerated bookbuilt offering. There will be no public offering.

The capital increase is the second component of the long-term financing of the acquisition of APP Pharmaceuticals, Inc. The residual financing requirement will consist of debt instruments.

The acquisition of APP Pharmaceuticals is an important step in the growth strategy of Fresenius Kabi, a business segment of Fresenius SE. With this acquisition, Fresenius Kabi enters the U.S. pharmaceuticals market and achieves a leading position in the global I.V. generics market. This North American platform provides further attractive growth opportunities for Fresenius Kabi's existing product portfolio.

The Else Kröner-Fresenius-Foundation has informed us that, as part of the capital increase, it will purchase approximately 10 % of the new ordinary shares.
After issuance of the new shares, the total number of outstanding ordinary shares and preference shares of Fresenius SE will each increase from currently 77,678,718 to up to 80,426,775.

The new shares are expected to be included in the quotation of the shares of Fresenius SE in the regulated market at the Frankfurt, Munich and Düsseldorf stock exchanges. They will have full dividend entitlement for the fiscal year 2008.

Deutsche Bank and Commerzbank are acting as Joint Lead Managers and Joint Bookrunners and WestLB as Joint Lead Manager for the offering.


Capital Increase Data

As a further component of the acquisition financing of APP Pharmaceuticals, Inc., US$ 2,400 million Senior Secured Credit Facilities were successfully offered in a first phase of syndication. Thereof, US$ 1,900 million will be used for the purchase price, the refinancing of APP's existing debt, transaction fees and expenses. US$ 500 million will be available for general corporate purposes, including ongoing working capital requirements. The US$ 650 million revolving facilities and the US$ 900 million Term Loan A have a tenor of 5 years, the US$ 850 million Term Loan B of 6 years.

20 of Fresenius' key relationship banks from Europe, North America and Japan, acting as Mandated Lead Arrangers and Joint Lead Arrangers, have provided strong commitments. Therefore, the target amount has been substantially oversubscribed. Following review of customary documentation, the first phase of syndication is expected to close on August 20, 2008. The general syndication to the broad bank market in Europe and the US will be launched in early September.

The total funded debt financing for the APP transaction was already fully underwritten by the three Senior Mandated Lead Arrangers Deutsche Bank (Global Co-ordinator), Credit Suisse and JP Morgan at the time of announcement of the acquisition.

Fresenius Kabi has successfully closed the acquisition of Dabur Pharma Ltd. In April 2008, the company had announced the acquisition of 73.3 % of the share capital for a price of INR 76.50 per share in cash. Fresenius Kabi has now acquired a further 17.6 % shareholding for a price of INR 76.50 per share in cash through a public offer. Closing of the transaction had also been subject to relevant approvals required under Indian law, which have been received.

The acquisition significantly expands Fresenus Kabi's i.v. drug portfolio and secures its supply of high quality APIs for cytostatics. Dabur Pharma, headquartered in New Delhi, is one of the leading suppliers of generic drugs and active pharmaceutical ingredients (API) to treat cancer. The company holds a substantial number of drug registrations in Asia, Europe and the US.

Dabur Pharma had consolidated revenues of about € 47 million in fiscal year 2007/2008 (April 1, 2007 to March 31, 2008).

Dabur Pharma will be consolidated as from September 1, 2008 in the financial statements of Fresenius Group.

The new Fresenius SE shares were successfully placed today. In connection with the company's capital increase, 2,748,057 new ordinary shares were issued at a price of € 52.00 and 2,748,057 preference shares were issued at a price of € 53.00. The transaction has generated gross proceeds of approx. € 289 million, fully in line with Fresenius' financing plan.

The new shares are expected to be included in the quotation of the existing shares of Fresenius SE in the regulated market at the Frankfurt, Munich and Düsseldorf stock exchanges. They have full dividend entitlement for the fiscal year 2008.

Dr. Ulf Mark Schneider, Chairman of the Management Board of Fresenius SE commented: "The capital increase is a further component of the acquisition financing for APP Pharmaceuticals. This acquisition provides attractive growth opportunities for Fresenius Kabi's existing product portfolio in North America. At the same time, Fresenius Kabi achieves a leading position in the global I.V. generics market. The successful placement of the new shares reflects the confidence of the capital markets in our strategy. With this placement, the entire equity financing of the APP Pharmaceuticals acquisition has been completed within a few weeks."

Deutsche Bank and Commerzbank acted as Joint Lead Managers and Joint Bookrunners and WestLB as Joint Lead Manager for the offering. 

Capital Increase Data

Moody's today confirmed the Ba1 corporate family rating of Fresenius SE. In July, following Fresenius' announcement of the acquisition of APP Pharmaceuticals, Inc., Moody's had placed the corporate family rating of Fresenius SE under review for possible downgrade.

The rating confirmation reflects Moody's review of the expected capital structure of the acquisition financing, the timeframe of de-leveraging and the benefits of the acquisition on the group's overall business profile. The outlook has been changed from stable to negative.

At the same time, Moody's assigned ratings for the new debt to be issued. The US$ 2.45 billion senior secured credit facility received an investment grade rating of Baa2. The US$ 1.3 billion bridge credit facility was rated at Ba1. These ratings are provisional until the acquisition is closed. The rating of the existing senior unsecured notes remains unchanged.

Stephan Sturm, Chief Financial Officer of Fresenius SE, commented: „Our financing plan for the APP acquisition aimed at minimizing any impact on our credit ratings. With all of the agencies confirming their respective pre-acquisition rating, this target has been fully accomplished."

BAD HOMBURG v.d.H., Germany and SCHAUMBURG, Illinois, USA — Fresenius SE and APP Pharmaceuticals, Inc., have received confirmation that the U.S. Federal Trade Commission (FTC) has completed its review of the proposed acquisition of APP Pharmaceuticals by Fresenius Kabi, a business segment of Fresenius SE. The FTC granted early termination of the waiting period under the Hart-Scott-Rodino Act without conditions. The German antitrust authorities had already approved the acquisition.

On July 7, 2008, Fresenius had announced the acquisition of APP Pharmaceuticals, an important step in the growth strategy of Fresenius Kabi. With the FTC review complete, Fresenius and APP expect the transaction to close mid September 2008, subject to certain other customary closing conditions.