Full Press Release Details
FRESENIUS MEDICAL CARE
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 (March 15, 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
Fresenius Medical Care North America,
95 Hayden Avenue, Lexington, MA 02420-9192 Page 1 of 3
On March 14, 2006, FMC KGaA announced that Florence was extending the tender
offer expiration date to March 29, 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 March
15, 2006, which is the tenth business day preceding the scheduled expiration
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, March 15, 2006, was 4.742%.
Based on an assumed payment date of March 29, 2006, the total consideration to
be paid for each $1,000 principal amount of tendered and accepted Notes would be
$1,097.95, 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 9:00 a.m., New York City time, on March 29,
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.
Fresenius Medical Care North America,
95 Hayden Avenue, Lexington, MA 02420-9192 Page 2 of 3
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 1,400,000 individuals worldwide.
Through its network of approximately 1,680 dialysis clinics in North America,
Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides
dialysis treatment to approximately 131,450 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. For more
information about Fresenius Medical Care visit the Company's website at
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.
Fresenius Medical Care North America,
95 Hayden Avenue, Lexington, MA 02420-9192 Page 3 of 3