Fresenius Medical Care AG & Co. KGaA  / Key word(s): Miscellaneous

04.04.2013 07:02

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Fresenius Medical Care initiates share buy-back program and plans
simplification of capital structure

The management board and the supervisory board of Fresenius Medical Care
have approved a share buy-back program. Fresenius Medical Care ordinary
shares with an aggregate value of up to EUR385 million (approximately
US$500 million) shall be repurchased pursuant to a normal course issuer bid
in the open market during the next six months. The program will be financed
from cash flow and existing credit facilities.

The management board and supervisory board of the company also approved a
proposal to optimize the organization's capital structure by eliminating
the remainder of the outstanding preference shares, which represent
approximately 1.3% of the company's total share capital. The company will
ask shareholders at its upcoming annual general meeting (AGM) on May 16,
2013 and in a separate meeting of preference shareholders to be held after
the AGM to approve the mandatory conversion of all preference shares into
ordinary shares on a 1:1 basis.

The conversion will be effected without a requirement for any additional
payment by preference shareholders. However, the company has been in
discussions with a major preference shareholder, a reputable European
financial institution, holding approximately 77% of the outstanding
preference shares who has agreed with the company to support the proposed
resolution and has furthermore undertaken to pay a conversion premium to
the company relating to its preference shares.
 
The premium amount corresponds to an agreed value of the average spread
during the 3-months period from January 1, 2013 through March 31, 2013
between the preference shares and the ordinary shares of approximately EUR9
per preference share or EUR27 million for the major preference
shareholder's total preference share position.

Fresenius SE & Co. KGaA (WKN 578560) holds 30.76% of Fresenius Medical Care
AG & Co. KGaA's capital.

Fresenius Medical Care AG & Co. KGaA
Represented by Fresenius Medical Care Management AG 
Represented by its Management Board 
Bad Homburg v.d.H., April 04, 2013

Disclaimer
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 & Co. KGaA's reports filed with the
U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co.
KGaA does not undertake any responsibility to update the forward-looking
statements in this release.

The conversion of the preference shares into ordinary shares will not be
registered under the Securities Act of 1933. The conversion will be
effected pursuant to an exemption from registration under Securities Act
and, in the case of the European institutional investor, in an exempted
'offshore transaction' pursuant to Regulation S under the Securities Act.
The ordinary shares acquired by that institutional investor may not be
offered or sold in the U.S. unless registered under the Securities Act or
pursuant to an applicable exemption from registration requirements.


04.04.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Fresenius Medical Care AG & Co. KGaA
              Else-Kröner-Straße 1
              61352 Bad Homburg
              Germany
Phone:        +49 (0) 6172- 609 2525
Fax:          +49 (0) 6172- 609 2301
E-mail:       ir@fmc-ag.com
Internet:     www.fmc-ag.de
ISIN:         DE0005785802, DE0005785836, 
WKN:          578580, 578583
Indices:      DAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart;
              Terminbörse EUREX; NYSE
 
End of Announcement                             DGAP News-Service
 
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