DGAP-News: Fresenius Medical Care AG&Co. KGaA: Fresenius Medical Care initiates share buy-back program and plans simplification of capital structure
(firmenpresse) - DGAP-News: Fresenius Medical Care AG&Co. KGaA / Key word(s):
Miscellaneous
Fresenius Medical Care AG&Co. KGaA: Fresenius Medical Care initiates
share buy-back program and plans simplification of capital structure
04.04.2013 / 07:34
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April 04, 2013
Fresenius Medical Care initiates share buy-back program and plans
simplification of capital structure
Bad Homburg, Germany - The management board and the supervisory board of
Fresenius Medical Care, the world's largest provider of dialysis products
and services, have approved a share buy-back program. Fresenius Medical
Care ordinary shares with an aggregate value of up to EUR385 million
(approximately US$500 million) shall be repurchased pursuant to a normal
course issuer bid in the open market during the next six months. The
program will be financed from cash flow and existing credit facilities.
The management board and supervisory board of the company also approved a
proposal to optimize the organization's capital structure by eliminating
the remainder of the outstanding preference shares, which represent
approximately 1.3% of the company's total share capital. The company will
ask shareholders at its upcoming annual general meeting (AGM) on May 16,
2013 and in a separate meeting of preference shareholders to be held after
the AGM to approve the mandatory conversion of all preference shares into
ordinary shares on a 1:1 basis.
The conversion will be effected without a requirement for any additional
payment by preference shareholders. However, the company has been in
discussions with a major preference shareholder, a reputable European
financial institution, holding approximately 77% of the outstanding
preference shares who has agreed with the company to support the proposed
resolution and has furthermore undertaken to pay a conversion premium to
the company relating to its preference shares.
The premium amount corresponds to an agreed value of the average spread
during the 3-months period from January 1, 2013 through March 31, 2013
between the preference shares and the ordinary shares of approximately EUR9
per preference share or EUR27 million for the major preference
shareholder's total preference share position.
Mike Brosnan, chief financial officer of Fresenius Medical Care said: 'Our
company has had an excellent earnings growth and cash flow performance in
the past years. We have always used some of our cash to make strong
investments in the future growth of our business. Looking forward, we
intend to further strengthen our business and enhance total shareholder
return'.
Fresenius Medical Care is the world's largest integrated provider of
products and services for individuals undergoing dialysis because of
chronic kidney failure, a condition that affects more than 2.3 million
individuals worldwide. Through its network of 3,160 dialysis clinics in
North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius
Medical Care provides dialysis treatment to 257,916 patients around the
globe. Fresenius Medical Care is also the world's leading provider of
dialysis products such as hemodialysis machines, dialyzers and related
disposable products. Fresenius Medical Care AG&Co. KGaA is listed on the
Frankfurt Stock Exchange (FME, FME 3) and on the New York Stock Exchange
(FMS).
For more information about Fresenius Medical Care, visit the company's
website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to
various risks and uncertainties. Actual results could differ materially
from those described in these forward-looking statements due to certain
factors, including changes in business, economic and competitive
conditions, regulatory reforms, foreign exchange rate fluctuations,
uncertainties in litigation or investigative proceedings, and the
availability of financing. These and other risks and uncertainties are
detailed in Fresenius Medical Care AG&Co. KGaA's reports filed with the
U.S. Securities and Exchange Commission. Fresenius Medical Care AG&Co.
KGaA does not undertake any responsibility to update the forward-looking
statements in this release.
The conversion of the preference shares into ordinary shares will not be
registered under the Securities Act of 1933. The conversion will be
effected pursuant to an exemption from registration under Securities Act
and, in the case of the European institutional investor, in an exempted
'offshore transaction' pursuant to Regulation S under the Securities Act.
The ordinary shares acquired by that institutional investor may not be
offered or sold in the U.S. unless registered under the Securities Act or
pursuant to an applicable exemption from registration requirements.
End of Corporate News
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04.04.2013 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Fresenius Medical Care AG&Co. KGaA
Else-Kröner-Straße 1
61352 Bad Homburg
Germany
Phone: +49 (0) 6172- 609 2525
Fax: +49 (0) 6172- 609 2301
E-mail: ir(at)fmc-ag.com
Internet: www.fmc-ag.de
ISIN: DE0005785802, DE0005785836,
WKN: 578580, 578583
Indices: DAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
München, Stuttgart; Terminbörse EUREX; NYSE
End of News DGAP News-Service
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205968 04.04.2013
Themen in dieser Pressemitteilung:
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Datum: 04.04.2013 - 07:34 Uhr
Sprache: Deutsch
News-ID 245799
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