UCB and Schwarz Pharma announced that they will start negotiations on the conclusion of a domination and profit transfer agreement between UCB SP GmbH as controlling company and Schwarz Pharma AG as controlled company.

Under German law, a domination and profit transfer agreement will enable UCB and Schwarz Pharma to operate as one fully integrated entity. Under a domination and profit transfer agreement, outside shareholders of Schwarz Pharma AG will be entitled to either remain as shareholder and receive a annual guaranteed dividend or sell their shares to UCB SP GmbH. Details are still to be determined and agreed upon.

The domination and profit transfer agreement requires the approval by the shareholders' meeting of Schwarz Pharma AG with a majority of 75 per cent of the votes. The resolution shall be passed in the ordinary shareholders' meeting of Schwarz Pharma AG scheduled for early May 2007. As a result of the takeover offer UCB holds approximately 87.6 per cent of the total outstanding share capital of Schwarz Pharma AG.

UCB is a leading global biopharmaceutical company dedicated to the research, development and commercialisation of innovative pharmaceutical and biotechnology products in the fields of central nervous system disorders, allergy/respiratory diseases, immune and inflammatory disorders and oncology - UCB focuses on securing a leading position in severe disease categories.

Headquartered in Monheim (Germany), Schwarz Pharma is a stock listed company with approximately 4,400 employees worldwide. The company develops novel medicines in the therapeutic areas of the central nervous system. Furthermore it markets innovative drugs focused to treat cardiovascular and gastro-intestinal diseases.