UCB Pharma GmbH
SCHWARZ PHARMA AG: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
SCHWARZ PHARMA AG / Law amendment of securities according to § 30e Para. 1, No. 1 of the WpHG [the German Securities Trading Act] Release of a Post-admission Duties announcement according to Article 30e No. 1 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- Schwarz Pharma AG Communication pursuant to § 30e para. 1 clause 1 no. 1 WpHG [Securities trade act] for diffusion throughout Europe The domination and profit transfer agreement between Schwarz Pharma AG and UCB SP GmbH, which is part of the UCB company, was registered on 12 July 2007 - as has already been communicated pursuant to § 10 HGB [commercial code]. The agreement has thus become effective. Starting in the business year of 2007, Schwarz Pharma AG will transfer to UCB SP GmbH its entire profits of each financial year that is covered by the term of the agreement; Schwarz Pharma AG's balance will therefore not show any net earnings during the term of the agreement. External shareholders of Schwarz Pharma AG are consequently not ranking for dividend. To be compensated for this, every external shareholder will receive from UCB SP GmbH an annual equalization payment, which starts in the business year of 2007 and will continue for the term of the agreement. For each completed business year, the equalization payment amounts to EUR 3.43 in gross per no-par share, minus the corporation profits tax and the solidarity surcharge that Schwarz Pharma AG has to pay at the rates applicable in the respective business year. Based on the conditions effective when the agreement was concluded, the equalization payment amounts to EUR 3.18 net per no-par share for a completed business year. According to the domination and profit transfer agreement, each external shareholder of Schwarz Pharma AG is further entitled to demand that UCB SP GmbH purchases the shareholder's Schwarz Pharma shares against a cash compensation of EUR 104.60 per no-par share. The details concerning the acceptance of this UCB SP GmbH offer for a cash compensation have already been communicated. Monheim am Rhein, 11 September 2007 The Managing Board 13.09.2007 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: SCHWARZ PHARMA AG Alfred-Nobel-Str. 10 40789 Monheim Deutschland Internet: www.schwarzpharma.com End of News DGAP News-Service ---------------------------------------------------------------------------
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