GENEVA, Switzerland, July 6 /PRNewswire-FirstCall/ -- The Civil Court of Basel has cancelled all remaining publicly held shares of Merck Serono S.A. (Merck Serono) and annulled all outstanding rights to acquire such shares. Therefore, Merck now holds 100% of the shares of Merck Serono. Merck Serono’s shares will be delisted from the SWX Swiss Exchange on July 18. The final trading day is expected to be July 17, 2007.
The affected holders of the publicly traded shares of Merck Serono will receive the same compensation per share as those who tendered their shares during the public Swiss takeover offer for CHF 1,100 in cash per share. Merck Serono shareholders who hold their shares in a safe custody account will automatically have the offer price of CHF 1,100 paid out to their account, presumably on July 31, 2007. Shareholders holding cancelled Merck Serono share certificates at home or in a bank safe are requested to present them at their local bank in Switzerland or at a Swiss office of UBS AG.
As a consequence of the cancellation of the bearer shares, holders of American Depositary Receipts (ADRs) on Merck Serono bearer shares will receive in U.S. dollars a proportionate amount based on the number of bearer shares their ADRs represent. Because each ADR represents one-fortieth of one bearer share, holders will be entitled to receive the U.S. dollar equivalent of CHF 27.50 per ADR. The compensation for the holders of ADRs, within the scope of the squeeze out, will be paid by the Bank of New York, the depositary under the Merck Serono ADR program.
ADR holders holding certificates at home or in a bank safe are requested to contact Bank of New York directly (from inside the US 1-888-269-2377 (1-888-BNY-ADRS); from outside the US 1-212-815-3700). For further information please also see: http://company.merckserono.net/content/investors/shareinfo.html?highLightLeft =shareinfo.
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Forward-looking statements
Some of the statements in this press release are forward looking. Such statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Merck Serono S.A. and affiliates to be materially different from those expected or anticipated in the forward-looking statements. Forward-looking statements are based on Merck Serono’s current expectations and assumptions, which may be affected by a number of factors, including those discussed in this press release and more fully described in Serono’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on February 28, 2006. These factors include any failure or delay in Merck Serono’s ability to develop new products, any failure to receive anticipated regulatory approvals, any problems in commercializing current products as a result of competition or other factors, our ability to obtain reimbursement coverage for our products, the outcome of any government investigations and litigation. Merck Serono is providing this information as of the date of this press release, and has no responsibility to update the forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this press release.
About Merck Serono S.A.
Merck Serono S.A. is a global biotechnology leader, with sales in over 90 countries. The Company is the world leader in reproductive health, with Gonal-f(R), Luveris(R), Pergoveris(R) and Ovidrel(R)/Ovitrelle(R). It has strong market positions in neurology, with Rebif(R), as well as in metabolism and growth, with Saizen(R), Serostim(R) and Zorbtive(TM). The Company has recently entered the psoriasis area with Raptiva(R). Merck Serono’s research programs are focused on growing these businesses and on establishing new therapeutic areas, including oncology and autoimmune diseases.
Bearer shares of Merck Serono S.A., the holding company, are traded on the virt-x (SEO).
About Merck
Merck is a global pharmaceutical and chemical company with sales of EUR 6.3 billion in 2006, a history that began in 1668, and a future shaped by 35,091 employees in 62 countries. Its success is characterized by innovations from entrepreneurial employees. Merck’s operating activities come under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest and free shareholders own the remaining approximately 30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been an independent company ever since.
Merck Serono International SA
CONTACT: Merck Serono, 9 Chemin des Mines, 1202 Geneva, Switzerland, MediaRelations, Tel:+41-22-414-36-00; Investor Relations, Tel:+41-22-414-36-01
