Exhibit 99.1
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Fresenius Medical Care
PRESS RELEASE
Contact: Contact:
Oliver Maier Heinz Schmidt
Sr. V.P. Investor Relations & Communications Vice President Investor Relations
Phone: + 49 6172 609 2601 Phone: 1- 781 402 4518
Fax: + 49 6172 609 2301 Fax: 1- 781 402 9741
E-mail: ir-fms@fmc-ag.com E-mail: ir-fmcna@fmc-ag.com
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Internet: http://www.fmc-ag.com
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FRESENIUS MEDICAL CARE NORTH AMERICA ANNOUNCES RECEIPT OF THE REQUISITE CONSENTS
FOR THE TENDER OFFER AND CONSENT SOLICITATION FOR THE 9% SENIOR SUBORDINATED
NOTES OF RENAL CARE GROUP, INC.
Fresenius Medical Care North America Announces Receipt of the Requisite Consents
for the Tender Offer and Consent Solicitation for the 9% Senior Subordinated
Notes of Renal Care Group, Inc.
Lexington, Massachusetts - Fresenius Medical Care North America announced today
that as of 5:00 p.m., New York City time, on December 13, 2005 (the "Consent
Date"), Florence Acquisition, Inc. ("Florence"), an indirect subsidiary of
Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS,
FMS-p) ("FMC-AG"), had received valid tenders and consents from holders of
$159,485,000 in aggregate principal amount of outstanding 9% Senior Subordinated
Notes due 2011 (the "Notes") of Renal Care Group, Inc. ("RCG"), representing
approximately 99.9% of the outstanding Notes, in connection with Florence's
previously announced cash tender offer and consent solicitation for the Notes,
in satisfaction of the "Requisite Consents," as defined in Florence's Offer to
Purchase and Consent Solicitation Statement dated November 30, 2005 (the "Offer
to Purchase"). The tender offer has been made in connection with the pending
acquisition of Renal Care Group, Inc. and its subsidiaries by FMC-AG (the
"Merger") and is conditioned upon, among other things, satisfaction of the
closing conditions to the Merger. However, consummation of the tender offer is
not a condition to the closing of the Merger.
RCG intends to execute a supplemental indenture implementing amendments to the
indenture governing the Notes that will eliminate substantially all of the
restrictive covenants and certain other provisions of the indenture. The
amendments in the supplemental indenture will become effective upon Florence's
acceptance of the Notes validly tendered for payment. The tender offer and
consent solicitation is currently scheduled to expire at 5:00 p.m., New York
City time, on December 29, 2005 (the "Expiration Date"), unless extended or
earlier terminated.
Holders who validly tendered their Notes and did not withdraw their consents
prior to the Consent Date are eligible to receive a consent payment of $30.00
per $1,000 principal amount of Notes (the "Consent Payment") in addition to the
tender consideration. Tendered Notes may not be withdrawn and consents may not
be revoked after the Consent Date. Holders who validly tender their Notes after
the Consent Date, but on or prior to the Expiration Date, will be eligible to
receive the tender consideration but not the Consent Payment. In addition,
holders who tender and do not withdraw their Notes in the tender offer will
receive accrued and unpaid interest from the last interest date up to, but not
including, the date payment is made for the Notes. The detailed methodology for
calculating the tender consideration for Notes and the other terms and
conditions of the tender offer are set forth in the Offer to Purchase.
Any Notes not tendered and purchased pursuant to the tender offer could remain
outstanding and the holders thereof would be subject to the terms of the
supplemental indenture even though they did not consent to the amendments.
Credit Suisse First Boston LLC is acting as Dealer Manager for the tender offer
and as Solicitation Agent for the consent solicitation and can be contacted at
(212) 538-0652 (collect) or (800) 820-1653 (toll free). Morrow & Co., Inc. is
the Information Agent and can be contacted at (203) 658-9400 (collect) or (800)
Fresenius Medical Care North America,
95 Hayden Avenue, Lexington, MA 02420-9192 Page 1 of 2
607-0088 (toll free). Questions about the tender offer and consent solicitation
may be directed to the Dealer Manager, and requests for copies of the related
documents may be directed to the Information Agent.
This release is not an offer to purchase, a solicitation of an offer to purchase
or a solicitation of consent of any Notes. The tender offer and the consent
solicitation are being made solely by the Offer to Purchase.
***
Fresenius Medical Care AG is the world's largest integrated provider of products
and services for individuals undergoing dialysis because of chronic kidney
failure, a condition that affects more than 1,300,000 individuals worldwide.
Through its network of approximately 1,670 dialysis clinics in North America,
Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care AG
provides dialysis treatment to approximately 130,400 patients around the globe.
Fresenius Medical Care AG is also the world's leading provider of dialysis
products, such as hemodialysis machines, dialyzers and related disposable
products.
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 statement 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 reports filed with the
U.S. Securities and Exchange Commission. Fresenius Medical Care AG does not
undertake any responsibility to update the forwarding-looking statements in this
release.
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Fresenius Medical Care North America,
95 Hayden Avenue, Lexington, MA 02420-9192 Page 2 of 2