Item  1.01 by reference. Certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between APP and FSE rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders. Accordingly, you should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about APP or FSE.

ITEM 8.01. OTHER EVENTS

On July 7, 2008, APP Pharmaceuticals, Inc. issued a joint press release announcing the execution and delivery of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 

2.1		Agreement and Plan of Merger, by and among APP Pharmaceuticals, Inc., Fresenius SE, Fresenius Kabi Pharmaceuticals Holding, LLC and Fresenius Kabi Pharmaceuticals, LLC, dated as of July 6, 2008.
10.1		Written Consent and Voting Agreement by and among Fresenius SE, Fresenius Kabi Pharmaceuticals Holding, LLC, Fresenius Kabi Pharmaceuticals, LLC and the signatory stockholders thereto, dated as of July 6, 2008.
10.2		Form of Contingent Value Rights Agreement by and among Fresenius Kabi Pharmaceuticals Holding, LLC and a trustee mutually agreeable to Fresenius Kabi Pharmaceuticals Holding, LLC and APP Pharmaceuticals, Inc.
99.1		Joint Press Release issued by APP Pharmaceuticals, Inc. and Fresenius SE dated July 7, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

APP PHARMACEUTICALS, INC.
(REGISTRANT)
By:		/s/ Richard Maroun
		Richard Maroun
		Chief Administrative Officer and General Counsel

Dated: July 7, 2008

EXHIBIT INDEX

 

Exhibit Number		Description
2.1		Agreement and Plan of Merger, by and among APP Pharmaceuticals, Inc., Fresenius SE, Fresenius Kabi Pharmaceuticals Holding, LLC and Fresenius Kabi Pharmaceuticals, LLC, dated as of July 6, 2008.
10.1		Written Consent and Voting Agreement by and among Fresenius SE, Fresenius Kabi Pharmaceuticals Holding, LLC, Fresenius Kabi Pharmaceuticals, LLC and the signatory stockholders thereto, dated as of July 6, 2008.
10.2		Form of Contingent Value Rights Agreement by and among Fresenius Kabi Pharmaceuticals Holding, LLC and a trustee mutually agreeable to Fresenius Kabi Pharmaceuticals Holding, LLC and APP Pharmaceuticals, Inc.
99.1		Joint Press Release issued by APP Pharmaceuticals, Inc. and Fresenius SE dated July 7, 2008.