Full Press Release Details
FRESENIUS MEDICAL CARE
Investor News Fresenius Medical Care AG & Co. KGaA
Oliver Maier Heinz Schmidt
Sr V.P. Investor Relations & Communications Vice President Investor Relations
Phone: + 49 6172 609 2601 Phone: + 1 781 402 4518
Fax + 49 6172 609 2301 Fax: + 1 781 402 9741
E-mail: ir@fmc-ag.com E-mail: ir@fmc-ag.com
Internet: http://www.fmc-ag.com -------------
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Fresenius Medical Care North America Announces New Pricing for the Tender
Offer and Consent Solicitation for the 9% Senior Subordinated Notes due 2011 of
Renal Care Group, Inc.
Lexington, Massachusetts (February 28, 2006) -- Fresenius Medical Care
North America announced today that Florence Acquisition, Inc. ("Florence"), an
indirect subsidiary of Fresenius Medical Care AG & Co. KGaA (Frankfurt Stock
Exchange: FME, FME3) (NYSE: FMS, FMS-p) ("FMC KGaA"), has determined the new
pricing of its previously announced offer to purchase and consent solicitation
for any and all of the outstanding $159,685,000 principal amount of 9% Senior
Subordinated Notes due 2011(the "Notes") of Renal Care Group, Inc. The tender
offer has been made in connection with the pending acquisition of Renal Care
Group, Inc. and its subsidiaries by FMC KGaA (the "Merger") and conditioned
upon, among other things, satisfaction of the closing conditions to the Merger.
However, consummation of the tender offer is not a condition to the closing of
On February 27, 2006, FMC KGaA announced that Florence was extending the
tender offer expiration date to March 14, 2006. Pursuant to the terms of the
tender offer, as a result of the extension of the expiration date, the total
consideration will be calculated using a new price determination date of
February 28, 2006, which is the tenth business day preceding the scheduled
As previously announced, the total consideration to be paid for validly
tendered and accepted Notes will be the present value of future cash flows up to
and including November 1, 2007, based on the assumption that the Notes will be
redeemed at a price of $1,045 per $1,000 principal amount of Notes on such date,
discounted at a rate equal to 50 basis points over the yield to maturity on the
4.25% U.S. Treasury Note due October 31, 2007 (the "Reference Security"). The
yield to maturity on the Reference Security as of 10:00 a.m., New York City
time, February 28, 2006, was 4.740%.
Based on an assumed payment date of March 15, 2006, the total
consideration to be paid for each $1,000 principal amount of tendered and
accepted Notes would be $1,099.20, of which $30.00 is a consent payment payable
only to holders who had validly tendered and not withdrawn their Notes and
delivered consents by 5:00 p.m., New York City time, on December 13, 2005. In
addition, Holders who validly tender and do not withdraw their Notes in the
tender offer will receive accrued and unpaid interest from the last interest
date up to, but not including, the date payment is made for the Notes.
The tender offer will expire at 5:00 p.m., New York City time, on March
14, 2006, unless extended or earlier terminated. If the expiration date is
further extended for more than ten business days following the previously
scheduled expiration date, new pricing terms for the Reference Security will be
determined. Information regarding the pricing, tender and delivery procedures
and conditions to the tender offer and consent solicitation relating to the
Notes are contained in the Offer to Purchase and Consent Solicitation Statement,
dated November 30, 2005.
Credit Suisse Securities (USA) LLC (formerly known as Credit Suisse First
Boston LLC) is acting as Dealer Manager for the tender offer and as Solicitation
Agent for the consent solicitation and can be contacted at (212) 538-0652
(collect) or (800) 820-1653 (toll free). Morrow & Co., Inc. is the Information
Agent and can be contacted at (203) 658-9400 (collect) or (800) 607-0088 (toll
free). Questions about the tender offer and consent solicitation may be directed
to the Dealer Manager, and requests for copies of the related documents may be
directed to the Information Agent.
This release is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent of any Notes. The tender offer and the
consent solicitation are being made solely by the Offer to Purchase and Consent
Solicitation Statement, dated November 30, 2005.
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 1,300,000 individuals
worldwide. Through its network of approximately 1,670 dialysis clinics in North
America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care
provides dialysis treatment to approximately 130,400 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
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 statement 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
forwarding-looking statements in this release.
Fresenius Medical Care AG & Co. KGaA
Oliver Maier, + 49 6172 609 2601
Fax: + 49 6172 609 2301
Heinz Schmidt, 781-402-9000 Ext.: 4518