SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2003
Serono S.A.
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(Registrant's Name)
15 bis, Chemin des Mines
Case Postale 54
CH-1211 Geneva 20
Switzerland
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(Address of Principal Executive Offices)
1-15096
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(Commission File No.)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(1).)
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(Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101 (b)(7).)
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(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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SERONO
Media Release
FOR IMMEDIATE RELEASE
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SERONO TO ACQUIRE REMAINING MINORITY INTEREST IN GENSET
FINAL TENDER OFFERS COMMENCED TODAY
GENEVA, SWITZERLAND - May 15, 2003 - Serono S.A. announced today that its wholly
owned subsidiary Serono France Holding S.A., which owns 96.6% of Genset S.A.,
will acquire the remaining shares of Genset that it does not already own. Under
applicable French law, the squeeze-out of the remaining shares is a two-step
process, consisting of a repurchase tender offer followed by a mandatory
squeeze-out.
Serono France Holding today commenced two separate, related cash tender offers
as the first-step in that process. In the United States, Serono France Holding
commenced a cash tender offer for all remaining ordinary shares of Genset S.A.
held by U.S. holders and all shares represented by American Depositary Shares of
Genset, each ADS representing one-third of a share. Serono France Holding is
offering the U.S. dollar equivalent of EUR 8.19 in cash for each Genset share
and EUR 2.73 in cash for each one-third share represented by an ADS. In France,
Serono France Holding commenced a cash tender offer for all remaining Genset
shares held by non-U.S. persons at the same price in euro.
There are no conditions to the offers.
On the business day following the expiration of the offers, the mandatory
second-step squeeze-out will occur and all remaining shareholders, including
those who hold shares in the form of ADSs, will have their shares automatically
converted into the right to obtain the offer price of EUR 8.19 per share or EUR
2.73 per one-third share represented by an ADS.
The U.S. tender offer and withdrawal rights are scheduled to expire at 12:00
noon, New York City time, on Friday, June 13, 2003, unless extended. Serono
France will announce the results of the offers and the completion of the
squeeze-out when it occurs.
MacKenzie Partners Inc. is the Information Agent for the U.S. tender offer.
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ABOUT SERONO
Serono is a global biotechnology leader. The Company has six recombinant
products on the market, Gonal-F(R), Luveris(R), Ovidrel(R)/Ovitrelle(R),
Rebif(R), Serostim(R) and Saizen(R) (Luveris(R) is not approved in the USA). In
addition to being the world leader in reproductive health, Serono has strong
market positions in neurology, metabolism and growth. The Company's research
programs are focused on growing these businesses and on establishing new
therapeutic areas. Currently, there are over 30 projects in development.
Serono was awarded the International James D. Watson Helix 2003 Award from the
Biotechnology Industry Organization (BIO) in recognition of the Company's
outstanding leadership and highest standards of scientific and product
achievement.
In 2002, Serono achieved worldwide revenues of US$1.546 billion, and a net
income of US$321 million, making it the third largest biotech company in the
world. The Company operates in 45 countries, and its products are sold in over
100 countries. Bearer shares of Serono S.A., the holding company, are traded on
the virt-x (SEO) and its American Depositary Shares are traded on the New York
Stock Exchange (SRA).
FOR MORE INFORMATION, PLEASE CONTACT:
SERONO IN GENEVA, SWITZERLAND:
MEDIA RELATIONS: INVESTOR RELATIONS:
Tel: +41-22-739 36 00 Tel: +41-22-739 36 01
Fax: +41-22-739 30 85 Fax: +41-22-739 30 22
http://www.serono.com Reuters: SEOZ.VX / SRA.N
--------------------- Bloomberg: SEO VX / SRA US
SERONO, INC., ROCKLAND, MA
MEDIA RELATIONS: INVESTOR RELATIONS:
Tel. +1 781 681 2340 Tel. +1 781 681 2552
Fax: +1 781 681 2935 Fax: +1 781 681 2912
http://www.seronousa.com
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SERONO S.A.
a Swiss corporation
(Registrant)
May 15, 2003 By: /s/ Allan Shaw
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Name: Allan Shaw
Title: Chief Financial Officer