Fresenius Medical Care Ag · XETR:FME
Fresenius Medical Care — Merger or Acquisition (May 2005)
15 slides from Fresenius Medical Care's merger presentation, May 4, 2005
Slide 1: The World's Leading Renal Therapy Company Analyst Meeting
The World's Leading Renal Therapy Company Analyst Meeting, May 4, 2005
Slide 2: Summary of Transactions
2) Summary of Transactions @ Fresenius Medical Care AG
Slide 3: FME to acquire Renal Care Group, Inc.
FME to acquire Renal Care Group, Inc. ('RCG') recognized for profitability and excellent clinical outcomes fourth largest provider of dialysis services in the US Respective Boards have approved offer of US$ 48 per share in cash, valuing RCG's equity at US$ 3.5 bn The acquisition will be all-debt fin
Slide 4: Strategic rationale: The Conversion and the Transformation
Strategic rationale Create single share class Seek to improve trading liquidity in ordinary shares Increased index-relevant free float expected to benefit DAX ranking Increase of financial flexibility to exploit future profitability opportunities High corporate governance standards and transparency
Slide 5: The Conversion and the Transformation
4) The Conversion and the Transformation DISCLAIMER This presentation does not constitute an offer to convert preference shares into ordinary shares or a solicitation of offers to convert preference shares into ordinary shares, or an offer to sell or solicitation of any offer to purchase shares of F
Slide 6: The Conversion and the Transformation
The Conversion and the Transformation Convert preference shares into ordinary shares (Conversion) in combination with Change Company's legal form from "AG" to "KGaA" (Transformation) Two key interrelated initiatives
Slide 7: The Conversion of the preference shares
The Conversion of the preference shares Create one share class Simplify corporate share structure Substantially improved liquidity Increased index-relevant free float Increase flexibility to efficiently finance future growth initiatives Ability to issue ordinary shares No preference share discount K
Slide 8: Substantially improved liquidity
Substantially improved liquidity 34.4m ordinary shares in free float 26.3m preference shares in free float 60.7m ord. shares in free float after conversion* Daily average number traded in last 3 months 280 in % of free float 0.009 302k 0.9% Daily average number traded in last 3 months 81 in % of fre
Slide 9: Increased index-relevant free float
Increased index-relevant free float FME ordinary free float market cap (€bn) FME DAX ranking (free float market cap) Pre conversion Post conversion* 2.22 3.45 * Addition of free float market cap of ordinary and preference shares assuming 100% conversion of preference shares Note: Based on Deutsche B
Slide 10: Preference shares conversion terms
Preference shares conversion Terms Voluntary exchange at ratio 1:1 Conversion premium of € 12.25 to be paid per preference share 2/3 of average share price spread in the last 3 months Attractive discount of 10% = € 6.14 for preference shareholders as incentive to convert Proceeds for FME of approx.
Slide 11: Viewpoint of preference shareholders
Viewpoint of preference shareholders Preference shares conversion (continued) Cash Compensation (2/3 of spread) Incentive (1/3 of spread) Get a voting right Benefit from increased liquidity Benefit from DAX membership Incentive to convert Capital transactions typically done at discount Lose the righ
Slide 12: Corporate shareholding structure - now and then
Corporate shareholding structure - now and then Fresenius AG 35.5m shares Free Float 34.5m shares Ordinary shares Free Float 26.4m shares Preference shares Fresenius Medical Care AG 51% 49% 100% Fresenius AG 35.5m shares Free Float 60.9m shares Ordinary shares Fresenius Medical Care KGaA 37%* 63%* M
Slide 13: Corporate governance highlights under FME KGaA
Corporate governance highlights under FME KGaA No change of FME Management Two independent Supervisory Board members at FME Management AG Supervisory Board (same as today) Fresenius must hold more than 25% in FME KGaA to consolidate and control the FME Management AG In case Fresenius sells a 25% sta
Slide 14: Basic steps for implementation
Basic steps for implementation KGaA Transformation Preference share Conversion Ordinary shareholder's approval (75%) in EGM of represented capital Registration of change in corporate form with German Commercial Register New form of KGaA effective on registration Ordinary shareholder's approval (75%)
Slide 15: Key benefits of the conversion and transformation
Creation of single share class by transformation of Fresenius Medical Care AG into KGaA : Preference shareholders can receive ordinary shares at attractive conditions while FME receives gross proceeds of approximately $ 322 million Increased financial flexibility following acquisition of RCG to ensu
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