Merck Initiates Squeeze Out Procedure for Shares of Merck Serono S.A.
21 März 2007 - 11:08AM
PR Newswire (US)
Delisting Planned in Switzerland and in the U.S. GENEVA,
Switzerland, March 21 /PRNewswire-FirstCall/ -- The Civil Court of
Basle-City announced today in the Swiss Official Gazette of
Commerce that Merck Vierte Allgemeine Beteiligungsgesellschaft mbH
(Merck Vierte), a subsidiary of Merck KGaA, has initiated a squeeze
out procedure with respect to the remaining publicly held bearer
shares of Merck Serono S.A. (formerly, Serono S.A. - virt-x: SEO
and NYSE: SRA). Merck Vierte jointly with other subsidiaries of
Merck KGaA holds over 98% of Merck Serono's voting rights, and is,
therefore, entitled to squeeze out Merck Serono's remaining
outstanding bearer shares. As a result of the squeeze out, all
Merck Serono publicly held bearer shares will be cancelled. Merck
Serono shareholders subject to the squeeze out will receive the
same compensation for their bearer shares as those shareholders who
tendered their bearer shares to Merck Vierte during the Swiss
public tender offer, i.e., CHF 1,100 net in cash per bearer share.
As a consequence of the cancellation of the bearer shares, holders
of American Depositary Receipts (ADRs) representing 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 a one-fortieth of one Merck Serono bearer
share, a holder will be entitled to receive the U.S. dollar
equivalent of CHF 27.50 per ADR. ADR holders will receive their
distributions of the squeeze out consideration through The Bank of
New York, the depositary for Merck Serono's ADRs. ADR holders will
be required to bear any fees and expenses the Bank of New York may
impose pursuant to the terms of the Deposit Agreement. Furthermore,
Merck Serono intends to delist Merck Serono's securities from the
SWX Swiss Exchange and the New York Stock Exchange and terminate
Merck Serono's registration with the U.S. Securities and Exchange
Commission (SEC). Following delisting, trading in the securities on
the relevant stock exchange will cease. Following termination of
Merck Serono's registration with the SEC, Merck Serono will no
longer be required to file reports with the SEC. 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) 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)
and its American Depositary Shares are traded on the New York Stock
Exchange (SRA). 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 about 35,000 employees
(including Merck Serono) in 56 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. DATASOURCE: Merck Serono
International SA CONTACT: Merck Serono, 9 Chemin des Mines, 1202
Geneva, Switzerland, http://www.merckserono.net/; Corporate Media
Relations: Tel:+41-22-414-36-00; Corporate Investor Relations:
Tel:+41-22-414-36-01; Media Relations, USA, Tel :+1-781-681-23-40;
Investor Relations, USA, Tel:+1-781-681-25-52
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