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Fresenius Medical Care
Fresenius Medical Care AG
Investor News InvestorRelations
Else-Kroner-Str. 1
D-61352 Bad Homburg
Contact:
Oliver Maier
Phone: + 49 6172 609 2601
Fax: + 49 6172 609 2301
E-mail: ir-fms@fmc-ag.com
North America: Heinz Schmidt
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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March 27, 2002
FRESENIUS MEDICAL CARE ANNOUNCES RESULT
OF CLASS D SPECIAL DIVIDEND CALCULATIONS
The Company intends to redeem these shares in early 2003
for $ 0.10 per share
Bad Homburg, Germany -- March 27, 2002 -- Fresenius Medical Care AG
(Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS_p), the world's largest
provider of dialysis products and services, and its United States subsidiary
Fresenius Medical Care Holdings, Inc. ("FMCH") (OTC: FSMEM.OB, FSMEN.OB,
FSMEO.OB and FSMEP.OB), today announced that no special dividend is payable to
the holders of the Class D Preferred Stock (the "Class D Shares") of FMCH.
The FMCH Class D Shares were issued to the common shareholders of W.R. Grace
& Co. in connection with the 1996 combination of the worldwide dialysis business
of Fresenius AG with the dialysis business of W.R. Grace to form Fresenius
Medical Care AG. The Class D Shares trade in the National Association of
Security Dealer's OTC Bulletin Board under the symbol "FMSEP.OB".
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Holders of the Class D Shares are entitled to receive a one-time special
dividend from FMCH if and only if the cumulative consolidated adjusted cash flow
of Fresenius Medical Care for the five year period ended December 31, 2001,
calculated in accordance with the terms of the Class D Shares, exceeds $ 3.7
billion.
Based on calculations performed by Fresenius Medical Care and reviewed by
KPMG Deutsche Treuhand-Gesellschaft, Fresenius Medical Care's cumulative
consolidated adjusted cash flow for the five year period ended December 31, 2001
was approximately $ 1.7 billion. Consequently, no special dividend is due or
payable with respect to the Class D Shares.
Fresenius Medical Care's calculation of cumulative adjusted cash flow,
accompanied by a certificate of Fresenius Medical Care's Chief Financial Officer
confirming that the cash flow calculation was performed in accordance with the
terms of the class D shares and a confirmation from Fresenius Medical Care's
auditor KPMG Deutsche Treuhand-Gesellschaft to that respect, are being filed as
exhibits to reports that Fresenius Medical Care and FMCH will be filed with the
Securities and Exchange Commission and will be mailed to holders of the Class D
Shares.
The determination that no special dividend is payable on the Class D Shares
does not prohibit or otherwise impact FMC's ability to pay dividends on
Fresenius Medical Care AG's ordinary and preference shares or FMCH's ability to
pay dividends on its other classes of stock (i.e., FMCH 6% Preferred, Class A
Preferred, and Class B Preferred).
The Class D Shares are redeemable at any time at the option of FMCH at a
redemption price of $ 0.10 per share. FMCH intends to redeem the 89 million
outstanding Class D Shares at a total expected redemption price of approximately
$ 9 million in early 2003.
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Fresenius Medical Care AG is the world's largest, integrated provider of
products and services for individuals with chronic kidney failure, a condition
that affects more than 1,100,000 individuals worldwide. Through its network of
approximately 1,400 dialysis clinics in North America, Europe, Latin America and
Asia-Pacific, Fresenius Medical Care provides dialysis treatment to
approximately 105,830 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 http://www.fmc-ag.com.
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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 and Fresenius Medical
Care Holdings, Inc.'s reports filed with the U.S. Securities and Exchange
Commission. Neither Fresenius Medical Care AG nor Fresenius Medical Care
Holdings, Inc. undertakes any responsibility to update the forward-looking
statements in this release.
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