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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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Fresenius today successfully placed notes in two tranches with an aggregate volume of €1.0 billion:

–    €500 million notes with a 6-year maturity and a coupon of 1.875% were issued at a price of 99.257% resulting in a yield of 2.006%,
–    €500 million notes with a 10-year maturity and a coupon of 2.875% were issued at a price of 99.164% and have a yield of 2.972%.

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

The proceeds will be used for general corporate purposes including refinancing of maturing notes.

The notes will be drawn under the Fresenius European Medium Term Note (EMTN) Programme and issued by Fresenius SE & Co. KGaA.

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, Fresenius Finance Ireland Public Limited Company and Fresenius Finance Ireland II 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, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II 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, Fresenius Finance Ireland Public Limited Company and Fresenius Finance Ireland II 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, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II 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
(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 today successfully placed notes in two tranches with an aggregate volume of €1.0 billion:

  • €500 million notes with a 6-year maturity and a coupon of 1.875% were issued at a price of 99.257% resulting in a yield of 2.006%,
  • €500 million notes with a 10-year maturity and a coupon of 2.875% were issued at a price of 99.164% and have a yield of 2.972%.

 

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

 

The proceeds will be used for general corporate purposes including refinancing of maturing notes.

 

The notes will be drawn under the Fresenius European Medium Term Note (EMTN) program and issued by Fresenius SE & Co. KGaA.

 

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, Fresenius Finance Ireland Public Limited Company and Fresenius Finance Ireland II 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, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II 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, Fresenius Finance Ireland Public Limited Company and Fresenius Finance Ireland II 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, Fresenius Finance Ireland Public Limited Company nor Fresenius Finance Ireland II Public Limited Company undertake any responsibility to update the forward-looking statements in this announcement.

Fresenius has been awarded the HR Excellence Award 2018 in the Compensation & Benefits category for the global healthcare group’s compensatory time account calculator. This calculator enables employees to quickly and transparently access information on time off that they have banked, options to take leave for continuing education or to care for family members, and possible early retirement. The HR Excellence Awards have been presented by Human Resources Manager magazine since 2012 to recognize outstanding projects in personnel management.

Der Gesundheitskonzern Fresenius ist für seinen Langzeitkonto-Rechner mit dem „HR Excellence Award 2018“ in der Kategorie „Compensation & Benefits“ ausgezeichnet worden. Der Langzeitkonto-Rechner bietet den Mitarbeitern schnell und transparent Informationen über eingebrachte Beiträge, Auszeiten für die persönliche Weiterbildung oder die Pflege von Angehörigen sowie einen möglichen Vorruhestand. Mit den „HR Excellence Awards“ prämiert das Magazin „Human Resources Manager“ seit 2012 herausragende Projekte im Personalmanagement.

The Supervisory Board of Fresenius SE & Co. KGaA has decided to propose PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as the auditor for the financial year 2020. The shareholders will decide on the appointment at the Annual General Meeting in 2020. New regulations provide for a regular rotation of the auditor, so Fresenius was not able to extend the existing mandate of KPMG AG Wirtschaftsprüfungsgesellschaft.

The Supervisory Board of Fresenius SE & Co. KGaA has decided to propose PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft as the auditor for the financial year 2020. The shareholders will decide on the appointment at the Annual General Meeting in 2020. New regulations provide for a regular rotation of the auditor, so Fresenius was not able to extend the existing mandate of KPMG AG Wirtschaftsprüfungsgesellschaft.

Current Group expectations for FY 2019
Based on the current status of the Group’s budget process and its FY 2018 guidance, Fresenius expects mid-single digit organic sales growth for FY 2019. Group net income1,2, however, is expected to be broadly stable over FY 2018. Fresenius continues to seek both sales growth and efficiency improvement initiatives in order to enhance these expectations.

Current business segment expectations for FY 20193
For FY 2019, Fresenius Medical Care currently broadly assumes solid comparable4 sales growth and the comparable4 net income to be around the level of FY 2018.

Given its outstanding financial performance in FY 2018, Fresenius Kabi will enter 2019 from a tough comparison basis. In general anticipation of easing drug shortage benefits and meaningful expenses for the further development of its biosimilars portfolio Fresenius Kabi expects mid-single digit organic sales growth and low- to mid-single digit EBIT5 growth in constant currency.

Within Fresenius Helios’ expectation of low- to mid-single digit organic sales growth, Helios Spain continues to grow faster than Helios Germany. Helios Spain’s expected mid-single-digit EBIT growth will not fully offset the headwinds at Helios Germany resulting from regulatory changes and already started countermeasures. Thus, in aggregate, Fresenius Helios currently expects EBIT contraction at a low- to mid-single digit rate.

Fresenius Vamed expects underlying6 growth rates similar to previous years.

Current Group medium-term expectations
Given its current expectations for FY 2018 and FY 2019, Fresenius now believes its ambitious Group targets for 2020 will not be met.

From 2020 onwards, Fresenius now expects sustainable organic Group sales growth in the mid-single digits. Group net income7 is expected to grow organically slightly faster than sales. Upon Fresenius Kabi’s biosimilars business breaking even, Fresenius expects an acceleration of Group earnings growth. Unlike previous mid-term targets, these expectations exclude the effect of small- to medium-sized acquisitions.

In addition to the significant R&D and business development investments in FY 2017 and
FY 2018, Fresenius expects record investments in 2019 in both, capex and opex. These investments will further strengthen the basis for sustainable mid-term growth and are testament to Fresenius’ confidence in the dynamic growth opportunities in all of its business segments and end-markets.

Stephan Sturm, CEO of Fresenius, said: “We remain highly confident that Fresenius is on track to continue growing healthily over the medium and long term. Our updated expectations reflect the significant changes made to our portfolio over the last two years. They do not reflect acquisitions, which, however, will remain an important source of growth going forward. Further strengthened by the investments we will make in our businesses next year, Fresenius will be even better positioned for the coming decade.”

Acquisitions
Current expectations include the NxStage acquisition by Fresenius Medical Care and exclude any effects related to Akorn, Inc. While mid-term expectations exclude the effects of small- to medium-sized acquisitions, Fresenius will continue to pursue its strategy of selective acquisitions in order to complement organic growth.

Growing dividend
For FY 2018, Fresenius expects to propose a dividend increase in line with earnings growth8, consistent with its stated dividend policy. The Company intends to further increase its dividend for FY 2019.

Next steps
Fresenius will announce detailed FY 2019 financial guidance and mid-term targets with the release of its FY 2018 results on February 20, 2019.

Conference Call
A conference call will be held on December 7, 2018 at 8 a.m. CET (2 a.m. EDT). All investors are cordially invited to follow the conference call in a live broadcast over the Internet at www.fresenius.com/investors. Following the call, a replay will be available shortly on our website.

1In constant currency, before special items and effects of IFRS 16, incl. expenses for the further development of the biosimilars business, H1/18 adjusted for divestitures of Care Coordination activities. 2019 including NxStage operating results.
2Net income attributable to shareholders of Fresenius SE & Co. KGaA
3Business segment expectations before effects of IFRS 16
4“comparable” is on a constant currency basis and reflects an adjustment for those effects that are as per FMC’s view not related to FMC’s operating business performance such as, for example, the effects of IFRS 16, sizeable portfolio changes like the divestiture of Sound Inpatient Physicians Holdings or the pending acquisition of NxStage Medical Inc. or other effects of one-time nature like FCPA-related charges or the cost of the 2018 U.S. ballot initiatives. For the preliminary indicative 2019 guidance the “comparable” 2018 basis translates roughly at current currencies for sales in a range of €15,850 – 16,050 million and for net income in a range of €1,350 – 1,365 million. This is subject to fluctuations in the currency rates in the fourth quarter of 2018.
5Before special items, including expenses for the further development of the biosimilars business
6Before transfer of German post-acute care business from Fresenius Helios
7Net income attributable to shareholders of Fresenius SE & Co. KGaA; before special items
8Net income attributable to shareholders of Fresenius SE & Co. KGaA; in constant currency, before special items, incl. expenses for the further development of the biosimilars business, H2/17 adjusted for divestitures of Care Coordination activities

Current Group expectations for FY 2019
Based on the current status of the Group’s budget process and its FY 2018 guidance, Fresenius expects mid-single digit organic sales growth for FY 2019. Group net income1,2, however, is expected to be broadly stable over FY 2018. Fresenius continues to seek both sales growth and efficiency improvement initiatives in order to enhance these expectations.

Current business segment expectations for FY 20193
For FY 2019, Fresenius Medical Care currently broadly assumes solid comparable4 sales growth and the comparable4 net income to be around the level of FY 2018.

Given its outstanding financial performance in FY 2018, Fresenius Kabi will enter 2019 from a tough comparison basis. In general anticipation of easing drug shortage benefits and meaningful expenses for the further development of its biosimilars portfolio Fresenius Kabi expects mid-single digit organic sales growth and low- to mid-single digit EBIT5 growth in constant currency.

Within Fresenius Helios’ expectation of low- to mid-single digit organic sales growth, Helios Spain continues to grow faster than Helios Germany. Helios Spain’s expected mid-single-digit EBIT growth will not fully offset the headwinds at Helios Germany resulting from regulatory changes and already started countermeasures. Thus, in aggregate, Fresenius Helios currently expects EBIT contraction at a low- to mid-single digit rate.

Fresenius Vamed expects underlying6 growth rates similar to previous years.

Current Group medium-term expectations
Given its current expectations for FY 2018 and FY 2019, Fresenius now believes its ambitious Group targets for 2020 will not be met.

From 2020 onwards, Fresenius now expects sustainable organic Group sales growth in the mid-single digits. Group net income7 is expected to grow organically slightly faster than sales. Upon Fresenius Kabi’s biosimilars business breaking even, Fresenius expects an acceleration of Group earnings growth. Unlike previous mid-term targets, these expectations exclude the effect of small- to medium-sized acquisitions.

In addition to the significant R&D and business development investments in FY 2017 and FY 2018, Fresenius expects record investments in 2019 in both, capex and opex. These investments will further strengthen the basis for sustainable mid-term growth and are testament to Fresenius’ confidence in the dynamic growth opportunities in all of its business segments and end-markets.

Stephan Sturm, CEO of Fresenius, said: “We remain highly confident that Fresenius is on track to continue growing healthily over the medium and long term. Our updated expectations reflect the significant changes made to our portfolio over the last two years. They do not reflect acquisitions, which, however, will remain an important source of growth going forward. Further strengthened by the investments we will make in our businesses next year, Fresenius will be even better positioned for the coming decade.”

Acquisitions
Current expectations include the NxStage acquisition by Fresenius Medical Care and exclude any effects related to Akorn, Inc. While mid-term expectations exclude the effects of small- to medium-sized acquisitions, Fresenius will continue to pursue its strategy of selective acquisitions in order to complement organic growth.

Growing dividend
For FY 2018, Fresenius expects to propose a dividend increase in line with earnings growth8, consistent with its stated dividend policy. The Company intends to further increase its dividend for FY 2019.

Next steps
Fresenius will announce detailed FY 2019 financial guidance and mid-term targets with the release of its FY 2018 results on February 20, 2019.

Conference Call
A conference call will be held on December 7, 2018 at 8 a.m. CET (2 a.m. EDT). All investors are cordially invited to follow the conference call in a live broadcast over the Internet at www.fresenius.com/investors. Following the call, a replay will be available shortly on our website.

 

# # #

For additional information on the performance indicators used please refer to our website at https://www.fresenius.com/alternative-performance-measures.

# # #

 

1In constant currency, before special items and effects of IFRS 16, incl. expenses for the further development of the biosimilars business, H1/18 adjusted for divestitures of Care Coordination activities. 2019 including NxStage operating results.
2Net income attributable to shareholders of Fresenius SE & Co. KGaA
3Business segment expectations before effects of IFRS 16
4“comparable” is on a constant currency basis and reflects an adjustment for those effects that are as per FMC’s view not related to FMC’s operating business performance such as, for example, the effects of IFRS 16, sizeable portfolio changes like the divestiture of Sound Inpatient Physicians Holdings or the pending acquisition of NxStage Medical Inc. or other effects of one-time nature like FCPA-related charges or the cost of the 2018 U.S. ballot initiatives. For the preliminary indicative 2019 guidance the “comparable” 2018 basis translates roughly at current currencies for sales in a range of €15,850 – 16,050 million and for net income in a range of €1,350 – 1,365 million. This is subject to fluctuations in the currency rates in the fourth quarter of 2018.
5Before special items, including expenses for the further development of the biosimilars business
6Before transfer of German post-acute care business from Fresenius Helios
7Net income attributable to shareholders of Fresenius SE & Co. KGaA; before special items
8Net income attributable to shareholders of Fresenius SE & Co. KGaA; in constant currency, before special items, incl. expenses for the further development of the biosimilars business, H2/17 adjusted for divestitures of Care Coordination activities

This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.

A recent study places Fresenius among the top 500 companies in terms of career training programs in Germany. Criteria used for judgement were the quality of supervision, in-house training, company engagement, success rate and innovative teaching methods. The companies were rated by the business magazine Capital and the internet portal, ausbildung.de. Fresenius received a best possible five-star rating for its on-the-job training and dual-studies, a combination of theory and on-the-job training, programs. The company trains more than 4,000 apprentices and dual-studies interns.

A recent study places Fresenius among the top 500 companies in terms of career training programs in Germany. Criteria used for judgement were the quality of supervision, in-house training, company engagement, success rate and innovative teaching methods. The companies were rated by the business magazine Capital and the internet portal, ausbildung.de. Fresenius received a best possible five-star rating for its on-the-job training and dual-studies, a combination of theory and on-the-job training, programs. The company trains more than 4,000 apprentices and dual-studies interns.

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