Merck Serono S.A. to Voluntarily Delist and Deregister its Bearer Shares and American Depositary Shares (Evidenced by American D
05 Aprile 2007 - 5:00PM
PR Newswire (US)
GENEVA, Switzerland, April 5 /PRNewswire-FirstCall/ -- Merck Serono
S.A. (NYSE:SRA)(Merck Serono) announced today that it has notified
the New York Stock Exchange (NYSE) of its intention to voluntarily
withdraw its bearer shares and American Depositary Shares (ADSs) -
evidenced by American Depositary Receipts - from listing on the
NYSE and from registration with the U.S. Securities and Exchange
Commission (SEC) under the U.S. Securities Exchange Act of 1934, as
amended (the Exchange Act). Merck Serono ADSs are currently traded
on the NYSE under the symbol "SRA". Each ADS represents a
one-fortieth of a Merck Serono bearer share. As an initial step in
the delisting and deregistration, Merck Serono intends to file a
Form 25 with the SEC on April 15, 2007 and expects the filing to be
effective on April 25, 2007. It is expected that the NYSE will
suspend trading of the ADSs beginning on April 25, 2007. Merck
Serono bearer shares (formerly, bearer shares of Serono S.A.) were
the subject of a Swiss public tender offer by Merck Vierte
Allgemeine Beteiligungsgesellschaft mbH, a subsidiary of Merck
KGaA. As a result of the tender offer, which expired on February
22, 2007, Merck KGaA (indirectly through various subsidiaries)
acquired over 98% of the voting rights in Merck Serono. On February
28, 2007, Merck Vierte initiated a squeeze-out procedure under
Swiss law with respect to the remaining publicly held bearer shares
of Merck Serono. The squeeze out will result in a cancellation of
all Merck Serono publicly held bearer shares. Following completion
of the squeeze out, Merck Serono's securities will be delisted from
the SWX Swiss Exchange. Merck Serono shareholders subject to the
squeeze out will receive compensation for their bearer shares in
the same amount as shareholders who tendered their shares during
the Swiss public tender offer, that is, CHF 1,100 net in cash per
bearer share. As a consequence of the cancellation of the bearer
shares, holders of ADSs will receive in U.S. dollars a
proportionate amount based on the number of bearer shares their
ADSs represent. Because each ADS represents one-fortieth of one
bearer share, a holder will be entitled to receive the U.S. dollar
equivalent of CHF 27.50 per ADS. ADS holders will be required to
bear any fees and expenses The Bank of New York, the depositary
under the ADS program, may charge pursuant to the terms of the
Deposit Agreement, which will be deducted from such U.S. dollar
equivalent amount. Merck Serono has notified the NYSE of its
intention to delist its bearer shares and ADSs from the NYSE and
has not arranged for listing and/or registration of the bearer
shares or the ADSs on another U.S. national securities exchange or
for their quotation in a quotation medium. The delisting and
deregistration will allow Merck Serono to suspend its reporting
requirements under the Exchange Act and eliminate related expenses.
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 changes in global, political, economic,
business, competitive, market and regulatory forces. 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: Contact : Merck Serono, 9 Chemin des
Mines, 1202 Geneva, Switzerland, http://www.merckserono.net/.
Corporate Media Relations, Tel:+41-22-414-36-00, Media Relations,
USA, Tel :+1-781-681-23-40. Corporate Investor Relations,
Tel:+41-22-414-36-01, Investor Relations, USA, Tel:+1-781-681-25-52
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