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Acquisition of own shares (09 05)

BRUSSELS, Belgium, 9 May 2013 – 7:00 a.m. (CET) – regulated information

In application of art. 207 of the Royal Decree executing the Company Code, UCB SA/NV announces that, on 29 April 2013, it sold 200,000 UCB share options, previously purchased in June 2011, to a bank counterparty with strikes and maturity dates as follows:

  • 50,000 options maturing 17 May 2013 with strike € 28
  • 50,000 options maturing 17 May 2013 with strike € 30
  • 50,000 options maturing 17 May 2013 with strike € 32
  • 50,000 options maturing 17 May 2013 with strike € 34

On 29 April 2013, in a related transaction, UCB SA/NV purchased 200,000 UCB shares from the same counterparty for settlement on 3 May 2013 at a price of € 45.5654 per share. The highest independent bid price on Euronext Brussels on 29 April 2013 was € 45.84.

In addition, on 30 April 2013 UCB SA/NV entered into an intragroup one day share swap transaction whereby it sold (settlement on 6 May 2013) and repurchased (settlement on 7 May 2013) 2,170,979 UCB shares OTC at a price of € 44.9897 per share. The highest independent bid price on Euronext Brussels on 30 April 2013 was € 45.995.

Furthermore, on 6 May 2013, UCB SA/NV sold 2.3 million UCB shares OTC for settlement on 9 May 2013 at a price of € 45.0648 per share. In combination with this spot transaction, also on 6 May 2013, UCB SA/NV repurchased 2.3 million UCB shares OTC for settlement on 9 May 2014 (subject to the exercise by UCB SA/NV of its early termination right in accordance with and pursuant to the underlying bilateral documentation), at the same price per share, together a share swap transaction. The highest independent bid price on Euronext Brussels on 6 May 2013 was € 45.355.

Finally, in order to properly inform the market, UCB SA/NV confirms that, pursuant to the share swap transaction it entered into on 26 June 2012 (see the press release of 28 June 2012, http://www.ucb.presscentre.com/News/Acquisition-of-own-shares-30d.aspx), on 29 March 2013 it acquired 2.5 million UCB shares OTC at a price of € 38.8302 per share. The highest independent bid price on Euronext Brussels on 26 June 2012 was € 38.985.

An overview of the total number of securities and the percentage of voting rights attached thereto is included in the corporate governance charter of UCB SA/NV, which is published on UCB SA/NV’s website.

Following these transactions, and already taking into account the share swap transaction of 6 May 2013 (settlement on 9 May 2013), UCB SA/NV owns, on 9 May 2013 (7:00 a.m. (CET)), 553,063 UCB shares, which together represent 0.30% of the total number of shares issued by the company (183,417,352).

UCB SA – Allée de la Recherche, 60 – 1070 Brussels – RPM Brussels 0403.053.608

For further information
Antje Witte, Investor Relations, UCB
T +32.2.559.9414,

About UCB

UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With 9000 people in approximately 40 countries, the company generated revenue of EUR 3.4 billion in 2012. UCB is listed on Euronext Brussels (symbol: UCB).

UCB Forward-looking statements

This press release contains forward-looking statements based on current plans, estimates and beliefs of management. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including estimates of revenues, operating margins, capital expenditures, cash, other financial information, expected legal, political, regulatory or clinical results and other such estimates and results. By their nature, such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions which could cause actual results to differ materially 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, the inability to obtain necessary regulatory approvals or to obtain them on acceptable terms, costs associated with research and development, changes in the prospects for products in the pipeline or under development by UCB, effects of future judicial decisions or governmental investigations, product liability claims, challenges to patent protection for products or product candidates, changes in laws or regulations, exchange rate fluctuations, changes or uncertainties in tax laws or the administration of such laws and hiring and retention of its employees. UCB is providing this information as of the date of this press release and expressly disclaims any duty to update any information contained in this press release, either to confirm the actual results or to report a change in its expectations.

There is no guarantee that new product candidates in the pipeline will progress to product approval or that new indications for existing products will be developed and approved. Products or potential products which are the subject of partnerships, joint ventures or licensing collaborations may be subject to differences between the partners. Also, UCB or others could discover safety, side effects or manufacturing problems with its products after they are marketed.

Moreover, sales may be impacted by international and domestic trends toward managed care and health care cost containment and the reimbursement policies imposed by third-party payers as well as legislation affecting biopharmaceutical pricing and reimbursement.

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