UCB, SA, a Brussels based leading global biopharmaceutical company, is planning to acquire Schwarz Pharma, engaged in developing innovative drugs with a focus on CNS, cardiovascular and gastro-intestinal diseases, for cash and shares, valuing at 4.4 billion Euros. 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 UCB share on September 22, 2006.
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. The company brings three exciting, approved and late stage new compounds, complementary therapeutic and geographic focus, strong talent and cultural fit.
While commenting Roch Doliveux, CEO of UCB, said, "The proposed combination with Schwarz Pharma is a leap forward in building UCB into a global biopharmaceutical leader focused on selected disease areas, especially neurology, inflammation and oncology. This transaction brings to UCB attractive late stage products in our targeted disease areas and a strengthening of our business in the US and Europe, that will further accelerate our growth well into the next decade."
It provides the opportunity to leverage our leading EU and US neurology franchise with new medicines ready to be marketed the two companies are a perfect fit. This is a winning combination, he added.
Patrick Schwarz Schuette, CEO of Schwarz Pharma, said, "I am very excited by the prospects for this new company. The transaction broadens the business and significantly enhances the commercial prospects of our late stage development pipeline. It also provides significant growth potential. The two companies together will have enlarged R&D base, a diversified product portfolio and increased presence especially in the USA and EU".
The combined UCB and Schwarz would be a leading biopharmaceutical company with revenue in excess of 3.3 billion Euros; world leading R&D base with annual expenditure of 770 million Euros and global leadership in neurology. BNP Paribas and Fortis Bank have entered into a commitment to arrange and underwrite 5year debt facilities to provide the cash element of the transaction. UCB will apply to the Belgian stock market authority to have the new UCB shares admitted to trading on Eurolist by Euronext Brussels.