Fresenius SE & Co. KGaA

Capital/Financing Update • Jul 17, 2008

News Details

Ad-hoc | 17 July 2008 08:02

Fresenius SE: Issuance of mandatory exchangeable bonds

Fresenius SE / Issue of Debt

Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Issuance of mandatory exchangeable bonds, exchangeable into ordinary shares
of Fresenius Medical Care AG & Co. KGaA

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.

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 5.125 %
to 5.625 % 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.

Supplemental information to the Bond:
Issuer: Fresenius Finance (Jersey) Ltd
Shares: Fresenius Medical Care AG & Co. KGaA
ISIN: DE0005785802
WKN: 578580
Listed: Regulated Market / Prime Standard of the Frankfurt Stock
Exchange; New York Stock Exchange (NYSE)

Glossary
Reference price:
Placement price of Fresenius Medical Care shares determined by bookbuilding
Principal amount:
Face value per bond (€50,000)

The Management Board
Bad Homburg v.d.H., July 17, 2008

End of note
17.07.2008 Financial News transmitted by DGAP

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Language: English
Issuer: Fresenius SE
Else-Kröner-Straße 1
61352 Bad Homburg v.d.H.
Deutschland
Phone: +49 (0)6172 608-2485
Fax: +49 (0)6172 608-2488
E-mail: ir-fre@fresenius.com
Internet: www.fresenius.com
ISIN: DE0005785638, DE0005785604
WKN: 578563, 578560
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), Düsseldorf,
München; Freiverkehr in Berlin, Hannover, Stuttgart, Hamburg;
Terminbörse EUREX

End of News DGAP News-Service

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