BRUSSELS, BELGIUM--(Marketwire - May 08, 2009) -
-- UCB sets cash compensation at EUR 111.44 per Schwarz Pharma
share
-- At the request of UCB, the Annual General Meeting of Schwarz
Pharma AG to consider a resolution agreeing on the "squeeze-out"
of minority shareholders
Brussels (Belgium), 8 May 2009 - 06:00 PM (CEST) - UCB is seeking
to
acquire the Schwarz Pharma shares held by minority shareholders -
representing approximately 0.4% of stock capital - by way of a
so-called "squeeze-out" procedure. In accordance with the legally
stipulated procedure (under Sections 327a ff. of the German Stock
Corporation Act [AktG]), the Schwarz Pharma shares held by
minority
shareholders are to be transferred to UCB and in return for an
appropriate cash compensation, by way of a resolution still to be
passed by the Annual General Meeting of Schwarz Pharma AG.
UCB SP GmbH, Monheim, as the principal shareholder of Schwarz
Pharma,
informed the Executive Board of Schwarz Pharma AG in a letter of
today's date that it had set the cash compensation for the
transfer
of the shares held by minority shareholders in Schwarz Pharma to
UCB
SP GmbH, as the principal shareholder, to EUR 111.44 per share.
The
cash compensation amount was determined with the expert support
provided by the chartered accountants Ernst & Young AG
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft,
Duesseldorf/Germany.
The cash compensation amount corresponds to the volume-weighted
average Schwarz Pharma stock market price measured over the last
three months prior to publication of the squeeze-out request by
Schwarz Pharma on 6 February, 2009.
The squeeze-out resolution will be considered at the Annual
General
Meeting of Schwarz Pharma AG, scheduled for July 8, 2009. To be
legally effective, this resolution must be registered in the
German
Commercial Register (Handelsregister) at the seat of Schwarz
Pharma
AG. Once the resolution is legally effective, all shares held by
minority shareholders will be transferred to UCB in return for
payment of the appropriate cash compensation. All trading of
Schwarz
Pharma shares on the stock exchange shall then be terminated.
About UCB
UCB, Brussels, Belgium (www.ucb.com) is a biopharmaceutical
company
dedicated to the research, development and commercialization of
innovative medicines with a focus on the fields of central nervous
system and immunology disorders. Employing approximately 10 000
people in over 40 countries, UCB generated revenue of EUR 3.6
billion
in 2008. UCB is listed on Euronext Brussels (symbol: UCB).
About Schwarz Pharma
Schwarz Pharma AG (Monheim, Germany; www.schwarzpharma.com) is a
member of the UCB group of companies. UCB holds 99.6% of the
Schwarz
Pharma shares.
For further information
Antje Witte, Corporate Communications & Investor Relations, UCB
T +49-2173-48-1866, antje.witte@ucb.com
Nancy Nackaerts, External Communications, UCB
T +32 2 559 9264, nancy.nackaerts@ucb.com
Forward-looking statements
This press release contains forward-looking statements based on
current plans, estimates and beliefs of management. Such
statements
are subject to risks and uncertainties that may cause actual
results
to be materially different from those that may be implied by such
forward-looking statements contained in this press release.
Important
factors that could result in such differences include: changes in
general economic, business and competitive conditions, effects of
future judicial decisions, changes in regulation, exchange rate
fluctuations and hiring and retention of its employees.
For the pdf-version of this press release, please click on the
link
below:
http://hugin.info/133973/R/1313021/304617.pdf
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