Filed by Fresenius Medical Care Aktiengesellschaft,
Commision File No. 001-14444, pursuant to Rules 165 and 425 under
the Securities Act of 1933, as amended and Rule 13e-4(c)
under the Securities Exchange Act of 1934, as amended
This filing consists of a press release issued by Fresenius Medical Care AG on
December 20 2005 in connection with its announcement of a proposed conversion of
its outstanding preference shares into ordinary shares and transformation of the
legal form of Fresenius Medical Care AG.
[GRAPHIC OMITTED]
Fresenius Medical Care
Investor News Fresenius Medical Care AG
Investor Relations
Else-Kroner-Str. 1
D-61352 Bad Homburg
Contact:
Oliver Maier
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Phone: + 49 6172 609 2601
Fax: + 49 6172 609 2301
E-mail: ir-fms@fmc-ag.com
North America:
Heinz Schmidt
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Phone: + 1 781 402 9000
Ext.: 4518
Fax: + 1 781 402 9741
E-mail: ir-fmcna@fmc-ag.com
Internet: http://www.fmc-ag.com
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December 20, 2005
Share Conversion Offer Scheduled to Start
in January 2006
Bad Homburg, Germany - December 20, 2005 - Fresenius Medical Care ("the
Company") (Frankfurt Stock Exchange: FME - ISIN: DE0005785802, FME3 - ISIN:
DE0005785836) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis
Products and Services, today announced that the share conversion offer is
scheduled to start in January 2006 following the settlement of pending disputes
initiated by minority shareholders. It is anticipated to offer all preference
shareholders in a period of four weeks the opportunity to convert their
preference shares into ordinary shares on a 1:1 basis accompanied by payment of
a conversion premium of (euro)9.75 per preference share to the Company. The
share conversion and transformation of the legal form into a KGaA is expected to
be completed during February 2006.
Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "I am
pleased that we can continue with the implementation of these two important
measures which fulfill the mandate of the extraordinary shareholder meeting on
August 30, 2005. With these initiatives we have made a major step towards
enhancing the attractiveness of our shares and in providing flexibility for
future growth opportunities for the benefit of all stakeholders."
***
Fresenius Medical Care AG 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 products. For
more information about Fresenius Medical Care visit the Company's website at
www.fmc-ag.com.
THE CONVERSION OFFER MAY BE MADE IN THE UNITED STATES ONLY BY PROSPECTUS. A
REGISTRATION STATEMENT RELATING TO THE ORDINARY SHARES TO BE OFFERED IN THE
UNITED STATES IN THE CONVERSION OFFER FOR THE OUTSTANDING PREFERENCE SHARES OF
FRESENIUS MEDICAL CARE AG HAS BEEN FILED BUT HAS NOT YET BEEN DECLARED
EFFECTIVE. THE CONVERSION OFFER HAS NOT YET COMMENCED. IF THE CONVERSION OFFER
COMMENCES, EACH UNITED STATES RESIDENT PREFERENCE SHAREHOLDER OF FRESENIUS
MEDICAL CARE AG SHOULD READ THE PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONVERSION OFFER. WHEN THE
REGISTRATION STATEMENT IS DECLARED EFFECTIVE, FRESENIUS MEDICAL CARE PREFERENCE
SHAREHOLDERS CAN OBTAIN THE PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
HTTP://WWW.SEC.GOV. PREFERENCE SHAREHOLDERS MAY ALSO OBTAIN COPIES OF THE
PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR FREE BY CONTACTING FRESENIUS MEDICAL CARE WHEN THE DOCUMENTS BECOME
AVAILABLE.
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's reports filed with the
U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not
undertake any responsibility to update the forward-looking statements in this
release.
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