UCB and Schwarz Pharma Reach Principle Decision on Group Integration by Domination and Profit Transfer Agreement
MONHEIM, Germany, Jan.11, 2007 - The management of UCB SP GmbH supported by UCB S.A., Brussels, and the executive board of SCHWARZ PHARMA AG, Monheim, have taken today the decision to evaluate the group integration of SCHWARZ PHARMA AG into the UCB group by domination and profit transfer agreement to be concluded between SCHWARZ PHARMA AG as controlled party and UCB SP GmbH as controlling party. The terms and conditions of the domination and profit transfer agreement, in particular the recurrent cash payment obligation to be determined in the agreement in favor of outside shareholders and the compensation to be offered to outside shareholders of SCHWARZ PHARMA willing to sell their shares to UCB SP GmbH, are to be determined and agreed upon.
A domination and profit transfer agreement requires approval of the shareholders’ meeting of SCHWARZ PHARMA AG. It is envisaged that the annual general meeting of Schwarz Pharma in May 2007 shall decide on the approval on the domination and profit transfer agreement.
SCHWARZ PHARMA (headquartered in Monheim, Germany) is a stock listed company with approximately 4,400 employees worldwide. The company develops novel medicines in the therapeutic areas of the central nervous system. Furthermore it markets innovative drugs focused to treat cardiovascular and gastro-intestinal diseases. In 2005 the SCHWARZ PHARMA group achieved global sales of nearly € 1 billion. The company has a strong international presence with subsidiaries in Europe, USA and Asia.
This press release contains forward-looking statements based on current plans, estimates and beliefs of the management of SCHWARZ PHARMA AG. 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 affecting SCHWARZ PHARMA AG, exchange rate fluctuations and hiring and retention of its employees.
All SCHWARZ PHARMA press releases are distributed by e-mail at the same time they become available on the website. Please go to www.schwarzpharma.com, press room, news subscription to register online, change your selection or discontinue this service.
Contact: Antje Witte, Tel: +49 2173 48 1866; Bettina
Ellinghorst, Tel.: +49-2173 48 2329
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