Delisting of Merck Serono shares expected on July 18, 2007
Squeeze Out Successfully Completed
The Civil Court of Basel has cancelled all remaining publicly held shares of Merck Serono S.A. (Merck Serono) and annulled all outstanding rights to acquire such shares. Therefore, Merck now holds 100% of the shares of Merck Serono. Merck Serono's shares will be delisted from the SWX Swiss Exchange on July 18. The final trading day is expected to be July 17, 2007.
The affected holders of the publicly traded shares of Merck Serono will receive the same compensation per share as those who tendered their shares during the public Swiss takeover offer for CHF 1,100 in cash per share. Merck Serono shareholders who hold their shares in a safe custody account will automatically have the offer price of CHF 1,100 paid out to their account, presumably on July 31, 2007. Shareholders holding cancelled Merck Serono share certificates at home or in a bank safe are requested to present them at their local bank in Switzerland or at a Swiss office of UBS AG.
As a consequence of the cancellation of the bearer shares, holders of American Depositary Receipts (ADRs) on 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 one-fortieth of one bearer share, holders will be entitled to receive the U.S. dollar equivalent of CHF 27.50 per ADR. The compensation for the holders of ADRs, within the scope of the squeeze out, will be paid by the Bank of New York, the depositary under the Merck Serono ADR program.
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