Merck will make a public tender offer of CHF 1,100 per share.
Merck KGaA entered into an agreement with the Bertarelli Family, which owns the majority stake of Serono SA, to purchase their Serono shares.
This move helps create a sizable company to compete in the global pharmaceutical market, according to Merck. “This acquisition transforms Merck’s Pharmaceuticals business and creates a leading position in the world of biologic medicines, which helps to ensure its future through the 21st century,” says Michael Roemer, chairman of the executive board of Merck KGaA.
Subject to antitrust review and closing of the purchase, Merck holds 64.5% of Serono’s capital and 75.5% of the voting rights for which Merck agreed to pay CHF 1,100 per share in cash. Merck will make a public tender offer under Swiss law for the same price. The offer price represents a 20% premium to the share price as of September 20, 2006, and a total equity value of CHF 16.6 billion on a fully diluted basis.
Merck’s Pharma Ethicals division will be combined with Serono to create Merck- Serono Biopharmaceuticals. The headquarters of this business will be in Geneva. Merck-Serono Biopharmaceuticals’ U.S. headquarters will be in Boston.