Acquisition of Schwarz Pharma

Important Information

This section contains documents and information with respect to the public tender offer (the "Offer") by UCB S.A. and UCB SP GmbH for all outstanding shares of SCHWARZ PHARMA AG.

The acceptance period for the Offer expired on 8 December 2006, 24:00 and the additional acceptance period pursuant to Section 16 Para 2 Sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) expired on 28 December 2006, 24:00.

The following notices, information and documents relating to the Offer have been posted on the UCB S.A. website for informational purposes only. In particular, the Offer can no longer be accepted.

Acquisition of Schwarz Pharma

UCB successfully launched a takeover offer for SCHWARZ PHARMA and has completed the transaction now holding approx. 87.6% of the total outstanding share capital of SCHWARZ PHARMA AG.

On 12 January 2007, UCB and SCHWARZ PHARMA started negotiations for the conclusion of a domination and profit transfer agreement between UCB SP GmbH as controlling company and SCHWARZ PHARMA AG as dependent company.

On 8 May 2007, Schwarz Pharma's AGM took place in Duesseldorf, Germany, in which 94.28% of the outstanding Schwarz Pharma shares were represented. The shareholders approved the Domination and Profit Transfer Agreement between UCB SP GmbH and Schwarz Pharma AG.

On 13 July 2007 UCB announced the registration in the commercial register in Germany of the Domination and Profit Transfer Agreement between its wholly owned subsidiary, UCB SP GmbH, and Schwarz Pharma AG.

Historical core data

Bid Price:

€50 in cash and an additional consideration of 0.8735 new shares of common stock of UCB SA for one share of common stock of SCHWARZ PHARMA AG.

Publication of offer document:

10 November 2006

Acceptance Period:

Began: 10 November 2006
Ended: 8 December 2006, 24:00 local time Frankfurt

Additional Acceptance Period as required by German law:

Began: 15 December 2006
Ended: 28 December 2006

Premium offered to SCHWARZ PHARMA shareholders:

Based on UCB's closing share price prior to the launch of the Offer (9 November 2006) €48.71 (Eurolist - Euronext Brussels), the total consideration offered amounted to €92.54 per SCHWARZ PHARMA share.

This consideration represented a 22.3% premium compared to the "reference share price" of SCHWARZ PHARMA of €75.65; and more importantly it reflected a very significant premium relative to SCHWARZ PHARMA's share price as unaffected by pharma sector M&A speculation:

30.5% premium vs. SCHWARZ PHARMA's share price quoted on 20 September 2006, the day before several pharma transactions were announced (€70.93); and in excess of 43.9% premium vs. SCHWARZ PHARMA's 12-month volume-weighted average share price prior to the announcement of the Offer (€64.33).

Management and Supervisory Boards support the takeover:

The Management Board and the Supervisory Board of SCHWARZ PHARMA announced on 25 September 2006 that they intend to unanimously recommend the Offer to the shareholders of SCHWARZ PHARMA.

The Schwarz family supports the takeover:

The Schwarz family, owning 59.2% of the issued share capital of SCHWARZ PHARMA, accepted the Offer on 4 December 2006, thus gaining a stake of 12.97% in UCB. On 9 February 2007 the Schwarz family sold 7.58% of their stake and now hold a 5.39% stake in UCB.