GENEVA, Switzerland, January 5 /PRNewswire/ -- Serono has today been informed that Merck KGaA has closed the share purchase agreement signed with the Bertarelli family on September 21, 2006, and now holds the majority of the capital as well as the voting rights of Serono S.A. Merck has indicated that it plans to further increase its shareholding in Serono S.A. through a series of additional measures.
The Bertarelli family's bearer shares with a par value of CHF 25 each were acquired for CHF 1,100 per share and the registered shares with a par value of CHF 10 each for CHF 440 per share. The shares represent about 66% of Serono's capital and approximately 76% of the voting rights. Aside from this, Merck has purchased additional shares on the Swiss capital market and currently holds around 84% of Serono's capital and 89% of the voting rights.
As announced previously, an Extraordinary General Meeting of the shareholders of Serono S.A. will be held today at 5.00 pm in Lausanne, Switzerland. At this Extraordinary General Meeting, the Board of Directors will propose to the shareholders certain amendments to the Articles of Association of the Company, in particular so as to change the name of the Company to Merck Serono S.A. The Board will also propose the appointment of new Directors. The detailed agenda of the Extraordinary General Meeting is available on Serono's website (www.serono.com - link on the homepage).
The information contained in this press release is neither an offer to acquire nor an invitation to sell or make an offer to sell securities (especially shares or American depositary shares of Serono S.A.).
Note regarding forward-looking statements
The information in this document may contain "forward-looking statements." Forward-looking statements may be identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "will" or words of similar meaning and include, but are not limited to, statements about the expected future business of Serono S.A. and of Merck KGaA resulting from the proposed transaction. These statements are based on the current expectations of management of Serono S.A., Merck KGaA and E. Merck OHG, and are inherently subject to uncertainties and changes in circumstances. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are factors relating to satisfaction of the conditions to the proposed transaction, and changes in global, political, economic, business, competitive, market and regulatory forces. Serono S.A., Merck KGaA and E. Merck OHG do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
Serono is a global biotechnology leader. The Company has eight biotechnology products, Rebif(R), Gonal-f(R), Luveris(R), Ovidrel(R )/Ovitrelle(R), Serostim(R), Saizen(R), Zorbtive(TM) and Raptiva(R). In addition to being the world leader in reproductive health, Serono has strong market positions in neurology, metabolism and growth and has recently entered the psoriasis area. The Company's research programs are focused on growing these businesses and on establishing new therapeutic areas, including oncology and autoimmune diseases.
In 2005, Serono, whose products are sold in over 90 countries, achieved worldwide revenues of US$2,586.4 million. Reported net loss in 2005 was US$106.1 million, reflecting a charge of US$725 million taken relating to the settlement of the US Attorney's Office investigation of Serostim. Excluding this charge as well as other non-recurring items, adjusted net income grew 28.4% to US$565.3 million in 2005. Bearer shares of Serono S.A., the holding company, are traded on the virt-x (SEO) and its American Depositary Shares are traded on the New York Stock Exchange (SRA).
Serono International S.A.