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 June, 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 COMPLETES ACQUISITION OF 100% OF GENSET SHARE CAPITAL
GENSET SHARES AND BONDS DELISTED
GENEVA, SWITZERLAND - June 16, 2003 - Serono S.A. announced today that it had
completed the acquisition of all the previously outstanding shares and
convertible bonds (known as OCEANEs) of Genset S.A.
Upon the expiration on Friday, June 13, of the tender offers commenced by Serono
France Holding on May 15, Serono France Holding accepted all shares and OCEANEs
tendered. 226,999 shares and 36 OCEANEs were tendered in the offer in France and
28,657 shares, including shares represented by 80,979 ADSs, were tendered in the
offer in the United States. Serono France Holding has made arrangements to pay
for all minority interests tendered.
As previously announced, under applicable French law, the second-step squeeze
out of all remaining minority interests takes effect today. All remaining
minority interests cease to have an equity interest in Genset. Holders of
shares and OCEANEs are now only entitled to receive consideration in the amount
of EUR 8.19 per share and EUR 107.05 per OCEANE, respectively. Holders of ADSs
are now only entitled to receive consideration in the amount of the U.S. dollar
equivalent of EUR 2.73 per ADS, less any amount payable by the holder to the
depositary of the ADR program. ADS holders will also be entitled to receive
from the depositary their pro rata portion of the net cash proceeds from the
sale of rights in connection with Genset's capital increase in March 2003. As a
result, Serono France Holding now owns 100% of the Genset share capital.
Genset shares and OCEANEs have been delisted from the Euronext market.
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.
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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)
June 16, 2003 By: /s/ Allan Shaw
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Name: Allan Shaw
Title: Chief Financial Officer