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FMC FINANCE III S.A.
OFFER TO EXCHANGE
67/8%
SENIOR NOTES DUE 2017
Which Have Been Registered Under the Securities Act of
1933,
for Any and All of the Outstanding
67/8%
Senior Notes Due 2017 Issued on July 2, 2007
Pursuant to, and subject to the terms and conditions described
in, the Prospectus
dated l ,
2007
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME,
ON l ,
2007 , UNLESS EARLIER TERMINATED OR EXTENDED BY FMC FINANCE III
S.A. AND FRESENIUS MEDICAL CARE
l ,
2007
To Our Clients:
FMC Finance III S.A. (“FMC”) is offering to exchange a
67/8%
Senior Note Due 2017 which has been registered under the
Securities Act of 1933, as amended (each, a “note” and
collectively, the “notes”) for each validly tendered
and accepted
67/8%
Senior Note Due 2017 (each, a “restricted note”
and collectively, the “restricted notes”).
Capitalized terms used but not defined herein shall have the
same meaning given them in the Prospectus (as defined below).
The exchange offer is made on the terms and are subject to the
conditions set forth in the prospectus
dated l ,
2007 (as the same may be amended or supplemented from time to
time, the “Prospectus”) and the accompanying Letter of
Transmittal.
The enclosed Prospectus is being forwarded to you as the
beneficial owner of restricted notes held by us for your account
but not registered in your name. The accompanying Letter of
Transmittal is furnished to you for informational purposes only
and may not be used by you to tender restricted notes held by us
for your account. A tender of such restricted notes may be made
only by us as the registered holder and only pursuant to your
instructions.
Accordingly, we request instructions as to whether you wish us
to tender and deliver the restricted notes held by us for your
account. If you wish to have us do so, please so instruct us by
completing, executing and returning to us the instruction form
that appears below.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the
enclosed materials referred to therein relating to FMC Finance
III S.A.’s exchange offer with respect to the restricted
notes.
This will instruct you to tender the specified principal amount
of the restricted notes indicated below held by you for the
account of the undersigned pursuant to the terms and conditions
set forth in the Prospectus and the related Letter of
Transmittal.
The aggregate principal amount of the restricted notes held by
you for the account of the undersigned is (fill in amount):
$ .
The undersigned hereby instructs you (check appropriate box):
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TO TENDER restricted notes held by you for the account of the
undersigned in the aggregate principal amount (fill in amount,
if any):
$ . |
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NOT TO TENDER any restricted notes held by you for the account
of the undersigned. |
If the undersigned instructs you to tender restricted notes held
by you for the account of the undersigned, it is understood that
you are authorized:
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(a) to make, on behalf of the undersigned (and the
undersigned, by its signature below, hereby makes to you), the
representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the
representations that (i) any notes to be received by the
undersigned will be acquired in the ordinary course of the
business of the undersigned; (ii) the undersigned has no
arrangement or understanding with any person to participate in
the distribution (within the meaning of the Securities Act of
1933, as amended (the “Securities Act”)) of the notes;
(iii) the undersigned is not an affiliate (within the
meaning of Rule 405 under the Securities Act) of FMC
Finance III S.A. or any guarantor of the notes; (iv) the
undersigned is not engaged in, and does not intend to engage in,
the distribution (within the meaning of the Securities Act) of
the notes; (v) if the undersigned is a broker-dealer, the
undersigned will receive the notes in exchange for restricted
notes that were acquired for its own account as a result of
market-making activities or other trading activities and will
deliver a prospectus in connection with any resale of the notes;
(vi) if the undersigned is a broker-dealer, the undersigned
did not purchase the restricted notes being tendered in the
exchange offer directly from FMC Finance III S.A. or any
guarantor for resale pursuant to Rule 144A or
Regulation S under the Securities Act or any other
available exemption from registration under the Securities Act;
(vii) the undersigned is not acting on behalf of any person
who could not truthfully make the foregoing representations; and
(viii) if the undersigned is a broker-dealer, the
undersigned acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection
with any resale of notes received pursuant to the exchange offer
in exchange for any restricted notes acquired for its own
account as a result of market-making activities or other trading
activities; however, by so acknowledging and delivering a
prospectus in connection with the exchange of restricted notes,
the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. |
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Signature(s)
Please Print Name(s)
Address
Zip code
Area Code and Telephone No.
Tax Identification or Social Security No.
My Account Number with You
Date
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