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UCB and SCHWARZ PHARMA start preparations for domination and profit transfer agreement


Brussels (Belgium), January 12, 2007 – 7:00 AM (CET) – UCB and SCHWARZ PHARMA announce 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% 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% of the total outstanding share capital of SCHWARZ PHARMA AG.

About UCB
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. Employing over 8,300 people in over 40 countries, UCB achieved revenue of 2.3 billion euro in 2005. UCB is listed on the Euronext Brussels Exchange. Worldwide headquarters are located in Brussels, Belgium.

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. In 2005 the SCHWARZ PHARMA group achieved global sales of nearly € 1 billion. The company has a strong international presence with subsidiaries in Europe, USA and Asia. SCHWARZ PHARMA is listed on the Frankfurt and Duesseldorf Stock Exchange.
Enquiries, please contact Antje Witte (phone +49 2173 48 1866).

Forward-Looking Statement
This news release contains forward-looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition, performance, or achievements of UCB or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward looking statements. The statements in this press release represent UCB’s expectations and beliefs as of the date of this press release. UCB anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while UCB may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing UCB’s expectations or beliefs as of any date subsequent to the date of this press release.


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