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In Brief: Fresenius USA

This article was originally published in The Gray Sheet

Executive Summary

Fresenius USA: Firm's shareholders will receive approximately 1.112 American Depositary Shares (ADS) of the combined National Medical Care and Fresenius AG business -- Fresenius Medical Care AG -- for each share of Fresenius USA under a plan announced May 8. The plan allows Fresenius USA shareholders to "participate" in the pending combination of Grace's NMC with Fresenius AG ("The Gray Sheet" Feb. 12, p. 8). "Each ADS will evidence one-third of an ordinary share of Fresenius Medical Care AG," Fresenius USA and Fresenius AG say, noting that the exchange ratio is based on "the current intent" that 70 mil. ordinary shares of Fresenius Medical Care AG will be outstanding. After the deal's closing, Fresenius AG, Grace, and Fresenius USA shareholders will hold 50.3%, 44.8%, and 4.9% of the combined business, respectively...

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