Merck Initiates Squeeze Out Procedure for Shares of Merck Serono S.A.
- Delisting planned in Switzerland and in the U.S.
Darmstadt, March 21, 2007 – 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.). 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.
Important Information
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 Merck Serono).
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 Merck KGaA and its subsidiaries. These statements are based on the current expectations of management of 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 changes in global, political, economic, business, competitive, market and regulatory forces. 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. |