UCB ANNOUNCES PROPOSED ACQUISITION OF SCHWARZ PHARMA FOR CASH AND SHARES, VALUING SCHWARZ PHARMA AT 4.4 BILLION EUROS
BUILDING THE NEXT GENERATION GLOBAL BIOPHARMACEUTICAL LEADER
UCB intends to make a friendly cash and share offer for all the issued and to be issued shares in Schwarz Pharma.
Schwarz Pharma's shareholders would receive 50 euros in cash and 0.8735 of one new ordinary share in UCB, valuing each Schwarz Pharma share at 91.1 euros based on the closing price of a UCB share on 22 September 2006.
Schwarz Pharma's Supervisory and Executive Boards unanimously intend to recommend the offer.
The Schwarz family, owning approximately 60 per cent of the issued share capital of Schwarz Pharma, has committed irrevocably to accept the Offer and to hold at least 41.5 per cent of the UCB shares they receive in the Offer until after June 2010.
Schwarz Pharma brings three exciting, approved and late stage new compounds, complementary therapeutic and geographic focus, strong talent and cultural fit. The combined UCB and Schwarz Pharma would be a leading biopharmaceutical company with:
- revenues in excess of 3.3 billion euros
- world leading R&D - annual expenditure of 770 million euros
- global leadership in neurology
- stronger combined commercial power in the USA and EU
- rich neurology and inflammation pipeline accelerating growth
- strengthened and more diversified product portfolio
- improved long-term earnings prospects and cash flow profile
Significant anticipated synergies of more than 300 million euros per annum to be reached after three years.
It is expected that the transaction would be earnings accretive, post synergies, transaction costs and intangible amortisation related to the acquisition after the second year of ownership.