DGAP-Adhoc: Fresenius SE & Co. KGaA: Fresenius resolves on capital increase of approx. EUR1 billion

| Source: EQS Group AG EQS Group AG 

Fresenius SE & Co. KGaA  / Key word(s): Capital Increase/Letter of Intent

10.05.2012 18:49

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Fresenius resolves on capital increase of approx. EUR1 billion

The Management Board of the general partner of Fresenius SE & Co. KGaA
resolved today, with the consent of the Supervisory Board, to issue 13.8
million new ordinary shares from authorized capital excluding subscription
rights. The new shares will be placed with institutional investors through
an accelerated bookbuilt offering. There will be no public offering.

The capital increase is the first component of the financing for the
planned acquisition of RHÖN-KLINIKUM AG. On April 26, 2012, Fresenius had
announced its intention to make a voluntary public takeover offer of
EUR22.50 per share in cash. The Company also stated it intends to finance
the acquisition through a syndicated loan, a bond issue and equity
instruments.

The Else Kröner-Fresenius-Foundation has informed Fresenius that it will
participate in the capital increase with an amount of at least EUR90
million.

After issuance of the new shares, the total number of outstanding ordinary
shares of Fresenius SE & Co. KGaA will increase from currently 163,366,002
to 177,166,002.

The new shares will have full dividend entitlement for the fiscal year
2012. They will not be entitled to the proposed dividend for the fiscal
year 2011, to be paid on May 14, 2012.

Deutsche Bank, J.P. Morgan and Société Générale are Joint Global
Coordinators and Joint Bookrunners of the offering.

Important Notice:

This notice is not an offer for sale or a solicitation of an offer to
purchase any securities of Fresenius SE & Co. KGaA.

This notice is not an offer to purchase securities in the United States of
America. Securities may only be sold or offered for sale in the United
States of America following prior registration in accordance with the
regulations of the U.S. Securities Act of 1933 in its currently valid
version, or without prior registration only on the basis of an exemption.
No such registration is intended.

The information contained in this notice is intended neither for
publication nor for circulation in or within the United States of America,
and is not an offer to purchase securities in the United States of America.

Fresenius SE & Co. KGaA, 
represented by Fresenius Management SE, 
Board of Management

Bad Homburg v.d.H., May 10, 2012

End of note


10.05.2012 DGAP's Distribution Services include Regulatory Announcements,
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Language:     English
Company:      Fresenius SE & Co. KGaA
              Else-Kröner-Straße 1
              61352 Bad Homburg v.d.H.
              Germany
Phone:        +49 (0)6172 608-2485
Fax:          +49 (0)6172 608-2488
E-mail:       ir-fre@fresenius.com
Internet:     www.fresenius.com
ISIN:         DE0005785604
WKN:          578560 
Indices:      DAX
Listed:       Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard),
              München; Freiverkehr in Berlin, Hamburg, Hannover, Stuttgart;
              Terminbörse EUREX
 
End of Announcement                             DGAP News-Service
 
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