As of March 31, 2005, Renal Care Group owned more than 425 dialysis clinics and served over 30,400 patients. The 2004 pro forma combined revenue of Fresenius Medical Care and Renal Care Group was approximately $7.5 billion.

The total net consideration for the acquisition of all outstanding shares of Renal Care Group, Inc., is $3.5 billion, which will be all-debt financed. The acquisition is anticipated to be neutral to slightly accretive to earnings in 2006 and clearly accretive to earnings in 2007 and thereafter.

In 2004, Renal Care Group's revenue was approx. $1.35 billion with an EBIT of $254 million and a net income of $122 million. As of March 31, 2005,

Renal Care Group owned more than 425 dialysis clinics and served over 30,400 patients. Renal Care Group generates 43% of its revenue from private payors.

The 2004 pro forma combined revenue of Fresenius Medical Care and Renal Care Group was approximately $7.5 billion. On a pro forma combined basis as of March 31, 2005, Fresenius Medical Care and Renal Care Group served approximately 117,000 patients in over 1,560 clinics in North America and more than 156,000 patients in over 2,000 dialysis clinics worldwide.

Strategic and Geographic Fit

"This acquisition solidifies Fresenius Medical Care's position as the leader in dialysis services in the U.S," said Ben Lipps, Chief Executive Officer of Fresenius Medical Care.

"With its service network, Renal Care Group provides an excellent strategic and geographic fit to Fresenius Medical Care's operations in the world's largest dialysis market, We are convinced that this acquisition will enhance the Company's growth prospects and profitability," Lipps added.

"Both companies, Renal Care Group and Fresenius Medical Care, have three key assets in common: a strong commitment to continuous quality improvement, dedicated and highly motivated people, and experienced and visionary management teams," said Gary Brukardt, President and Chief Executive Officer of Renal Care Group.

Terms of the Deal

At a price of $48.00 per share in cash, shareholders of Renal Care Group would receive a premium of 22% over yesterday's closing price.

Fresenius Medical Care plans to finance the acquisition primarily through an extension of its senior credit agreement. The existing $1.2 billion credit agreement will be replaced by a $5.0 billion senior credit facility.

Financing commitments have been received from Bank of America and Deutsche Bank, and are subject to customary conditions. Deutsche Bank acted as financial advisor to Fresenius Medical Care for this acquisition.

The transaction is subject to the approval of Renal Care Group's shareholders and other customary closing conditions, including the expiration of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act. The Company anticipates to close this transaction in the second half of 2005.