The management board and the supervisory board of Fresenius Medical Care, the world's largest provider of dialysis products and services, have approved a share buy-back program. Fresenius Medical Care ordinary shares with an aggregate value of up to €385 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 €9 per preference share or €27 million for the major preference shareholder's total preference share position.

Mike Brosnan, chief financial officer of Fresenius Medical Care said: "Our company has had an excellent earnings growth and cash flow performance in the past years. We have always used some of our cash to make strong investments in the future growth of our business. Looking forward, we intend to further strengthen our business and enhance total shareholder return".


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