Ad-hoc | 4 May 2005 07:39

Fresenius AG: 1st quarter 2005 and Fresenius Medical Care”s transactions

Ad hoc announcement §15 WpHG Quarterly Results Fresenius AG: 1st quarter 2005 and Fresenius Medical Care”s transactions Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— First quarter 2005: Excellent start for Fresenius Group into fiscal year 2005 Fresenius Group”s financial results in the first quarter 2005 were very positive. Sales rose 6 % in constant currency and 4 % at actual exchange rates to EUR 1,787 million (Q1 2004: EUR 1,720 million). EBIT increased 10 % in constant currency and 8 % at actual exchange rates to EUR 212 million (Q1 2004: EUR 197 million). Net income rose 21 % in constant currency and 18 % at actual exchange rates to EUR 46 million (Q1 2004: EUR 39 million). EBIT growth at Fresenius Medical Care and Fresenius Kabi as well as lower interest expenses were key drivers for this increase. Earnings per ordinary share were EUR 1.11 (Q1 2004: EUR 0.94). Earnings per preference share were EUR 1.12 (Q1 2004: EUR 0.95). Based on the excellent business performance in the first quarter, Fresenius confirms its positive 2005 full-year outlook (before Fresenius Medical Care”s acquisition of Renal Care Group). Fresenius expects a constant-currency sales increase of 6 to 9 %. Net income is projected to grow by 15 to 20 % in constant currency. Fresenius Medical Care to acquire Renal Care Group, Inc. Fresenius Medical Care today announced that it has entered into a definitive agreement to acquire Renal Care Group, Inc., (NYSE: RCI), Nashville, Tennessee for a price of USD 48.00 per share in cash. The total net consideration for the acquisition of all outstanding shares of Renal Care Group is USD 3.5 billion. The acquisition is anticipated to be neutral to slightly accretive to earnings in 2006 and clearly accretive to earnings in 2007 and thereafter. Renal Care Group is a fast-growing, highly profitable dialysis service provider that will be an attractive complement to Fresenius Medical Care”s US business. In 2004, Renal Care Group”s revenue was approx. USD 1.35 billion with an EBIT of USD 254 million, net income was USD 122 million. The transaction is subject to the approval of Renal Care Group”s shareholders and other customary closing conditions, including the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act. Fresenius Medical Care to propose conversion of preference shares into ordinary shares in combination with a change of the company”s legal form into a KGaA Fresenius Medical Care further announced its intention to offer the holders of the company”s approx. 26.4 million preference shares the opportunity to convert these into ordinary shares. The preference shareholders who participate in this program pay a “premium” of EUR 12.25 per share for the conversion. Furthermore, the company will ask its ordinary shareholders to approve a change of the legal form from an “Aktiengesellschaft” (AG) to a “Kommanditgesellschaft auf Aktien” (KGaA). As part of the transformation of legal form, a subsidiary of Fresenius AG in the legal form of an “Aktiengesellschaft” (stock corporation under German law) will be established as general partner of the Fresenius Medical Care AG & Co. KGaA. The Management Board of the general partner – which will be identical with the current Management Board of Fresenius Medical Care – will assume the management of Fresenius Medical Care. As long as Fresenius AG maintains ownership of more than 25 % of the share capital of the company, Fresenius AG will retain its current controlling position and fully consolidate the company in its financial statements. The Management Board Bad Homburg v.d.H., May 4, 2005 Fresenius AG Else-Kröner-Straße 1 61352 Bad Homburg v.d.H. Deutschland ISIN: DE0005785638 (MDAX); DE0005785604 WKN: 578563; 578560 Listed: Amtlicher Markt in Düsseldorf, Frankfurt (Prime Standard) und München; Freiverkehr in Berlin-Bremen, Hamburg und Stuttgart End of ad hoc announcement (c)DGAP 04.05.2005 040739 Mai 05