Full Press Release Details
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA
(THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Fresenius Medical Care AG announces the pricing
and the results of its Tender Offers in respect of two series of outstanding notes due 2026
Further to the announcements on 28 March 2025 and earlier today, Fresenius Medical Care AG (the "Purchaser") hereby
announces the pricing and final results in respect of the invitation by the Purchaser to holders of its outstanding (i) EUR 500,000,000
1.000% Notes due 29 May 2026 (ISIN: XS2178769076) (the "May 2026 Notes") and (ii) EUR 600,000,000 0.625%
Notes due 30 November 2026 (ISIN: XS2084497705) (the "November 2026 Notes" and, together with the May 2026
Notes, the "Notes") to tender their Notes for purchase by the Purchaser for cash (together, the "Offers").
The Offers were announced on 28 March 2025
and were made subject to the satisfaction of the New Financing Condition and the other conditions set out in the tender offer memorandum
dated 28 March 2025 (the "Tender Offer Memorandum") prepared by the Purchaser. Capitalised terms used in this announcement
but not defined have the meanings given to them in the Tender Offer Memorandum.
The New Financing Condition was met on 8 April 2025.
Announcement of Final Results
The Purchaser has increased the Maximum Acceptance
Amount to EUR 300,000,000.
The Purchaser has decided to accept valid tenders
of Notes pursuant to the Offers in an aggregate principal amount of EUR 300,000,000 and allocated as follows:
| Description of the Notes | ISIN /Common Code / WKN | Series Acceptance Amount | Benchmark Rate | Purchase Yield | Purchase Price | Scaling Factor |
| EUR 500,000,000 1.000% Notes due 29 May 2026 | XS2178769076 / 217876907 / A289N2 | EUR 100,025,000 | 2.063% | 2.113% | 98.764% | 43.858% |
| EUR 600,000,000 0.625% Notes due 30 November 2026 | XS2084497705 / 208449770 / A255DV | EUR 199,975,000 | 2.033% | 2.233% | 97.435% | N/A |
Settlement and Payment
The Settlement Date for the Offers is expected
to be 10 April 2025.
The Purchaser will also pay Accrued Interest (if
any) in respect of the Notes accepted for purchase.
The relevant Purchase Price and Accrued Interest
payable to Noteholders for such Notes in each Clearing System will be paid, in immediately available funds, on the Settlement Date to
such Clearing System for payment to the cash accounts of the relevant Noteholders in such Clearing System (see "Procedures for
Participating in the Offers" in the Tender Offer Memorandum). The payment of such aggregate amounts to the Clearing Systems will
discharge the obligation of the Purchaser to all such Noteholders in respect of the payment of the relevant Purchase Price and Accrued
Provided the Purchaser makes, or has made on its
behalf, full payment of the relevant Purchase Price and Accrued Interest for all Notes accepted for purchase pursuant to the Offers to
the Clearing Systems on or before the Settlement Date, under no circumstances will any additional interest be payable to a Noteholder
because of any delay in the transmission of funds from the relevant Clearing System or any other intermediary with respect to such Notes
The complete terms and conditions of the Offers
are set forth in the Tender Offer Memorandum.
Notes that are not successfully tendered for purchase
pursuant to the relevant Offer will remain outstanding.
| DEALER MANAGER | ||
| Deutsche Bank Aktiengesellschaft Mainzer Landstra e 11-17 60329 Frankfurt am Main Germany | ||
| Attention: Liability Management Group Telephone: +44 20 7545 8011 | ||
| TENDER AGENT | ||
| Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Attention: Owen Morris Email: freseniusmedicalcare@is.kroll.com Tender Offer Website: https://deals.is.kroll.com/freseniusmedicalcare |
This announcement, the Tender Offer Memorandum
and the Offers are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States.
The Offers referenced herein are not being
made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without
limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national
securities exchange of the United States and the invitation cannot be accepted by any such use, means, instrumentality or facility or
from within the United States.
This announcement, the Tender Offer Memorandum
and the Offers do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.
Nothing in this announcement and the Tender Offer
Memorandum constitutes an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the Tender Offer Memorandum),
Belgium (except as set out in the Tender Offer Memorandum), the Republic of France (except as set out in the Tender Offer Memorandum)
or any other jurisdiction in which such offer or solicitation would be unlawful.
The Tender Offer Memorandum and the Offers may
only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets
Act 2000 does not apply.
The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender
Offer Memorandum comes are required by the Purchaser, the Dealer Manager and the Tender Agent to inform themselves about, and to observe,
any such restrictions. See "Offer and Distribution Restrictions" in the Tender Offer Memorandum.