Brussels, July 9, 2004 - UCB S.A. is pleased to announce that its recommended offer for Celltech Group
plc has been successful.
UCB has, as of today, either acquired or received acceptances equivalent to
92.8% of Celltech. The offer became unconditional in all respects on 6 July
2004 and the withdrawal rights of Celltech shareholders have been terminated.
The offer remains open for acceptances until further notice. UCB will exercise
its right to acquire compulsorily the remaining Celltech Shares, as per normal
process under English law. In addition, UCB will apply for Celltech's listing
on the London Stock Exchange and its ADS program on the New York Stock Exchange
to be cancelled. Thereafter Celltech shares will cease to trade on the London
and the New York Stock Exchanges.
George Jacobs, Chairman of the Executive Committee of UCB said today, “We are
pleased that the recommended cash offer for Celltech has received overwhelming
support from shareholders. UCB will now dedicate its efforts to delivering its
vision for the enlarged business”.
The combined Group will benefit from a strengthened research and development
platform with some very promising molecules in the pipeline, stronger and broader
commercial operations with complementary product offerings and a combination
of skills and culture conducive to accelerating innovation and enhancing profitable
growth. The combined Group will have its headquarters in Brussels with the Group's
research and development headquarters located in Slough, UK.
The formal process of integration between UCB and Celltech management will
begin immediately under the leadership of Dr. Roch Doliveux, CEO of UCB Pharma,
and Dr. Göran Ando, CEO of Celltech, who will assume the role of Deputy CEO
of UCB Pharma.
Roch Doliveux, CEO of UCB Pharma, declared, “I would like to take this opportunity
to welcome Celltech's employees to the enlarged Group and we look forward to
building a leading innovative biopharmaceutical company together”.
Unless the context otherwise requires, terms used in this announcement
have the same meanings as in the Offer Document. The full terms and conditions
of the Offer (including details of how the Offer may be accepted) are set out
in the Offer Document, and the accompanying Acceptance Forms. In deciding whether
or not to accept the Offer, Celltech Shareholders must rely solely on the terms
and conditions of the Offer and the information, and the procedures described,
in the Offer Document and related Acceptance Forms. This announcement does not
constitute an offer to sell or invitation to purchase any securities or the
solicitation of an offer to purchase or subscribe for any securities.
In the United States, UCB filed a Tender Offer Statement on Schedule TO
containing the Offer Document and other related documentation and Celltech filed
a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC on 19
May 2004. Free copies of these documents are available on the SEC's web site
at http://www.sec.gov. Celltech Shareholders in the United States are urged
to read the Tender Offer Statement, the Solicitation/Recommendation Statement
and the related documentation as they contain important information.
The availability of the Offer to holders of Celltech Shares or Celltech
ADSs who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions. Holders of Celltech Shares or Celltech ADSs who
are not resident in the United Kingdom should inform themselves about and observe
any applicable requirements.
Unless otherwise determined by UCB and permitted by applicable law and
regulation, the Offer (including the Loan Note Alternative) is not being made,
directly or indirectly, in or into, or by use of the mails of, or by any other
means or instrumentality (including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or of any facility of a national securities
exchange of Canada, nor is it being made in or into Australia, Belgium or Japan
and the Offer is not capable of acceptance by any such use, means, instrumentality
or facilities or from within Australia, Belgium, Canada or Japan. Accordingly,
unless otherwise determined by UCB and permitted by applicable law and regulation,
neither copies of this announcement nor any other documents relating to the
Offer are being, or may be, mailed or otherwise forwarded, distributed or sent
in or into Australia, Belgium, Canada or Japan and persons receiving such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from such jurisdictions.
This announcement includes "forward-looking statements" relating to the
Offer, UCB and Celltech that are subject to known and unknown risks and uncertainties,
many of which are outside of UCB's and Celltech's control and are difficult
to predict and that may cause actual results to differ materially from any future
results expressed or implied by such forward-looking statements. In this announcement,
the words "anticipates," "believes," "estimates," "seeks," "expects," "plans,"
"intends" and similar expressions, as they relate to UCB or its management,
are intended to identify forward-looking statements.
The directors of UCB accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the directors
of UCB (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they are responsible
is in accordance with the facts and does not omit anything to affect the import
of such information.