UCB and Schwarz Pharma prepare for agreement

UCB and Schwarz Pharma have announced that they are to begin negotiating the end of a domination and profit transfer between the companies, with UCB designated as the controlling company and Schwarz Pharma as the controlled.

This agreement will require 75 per cent of the votes at the Schwarz Pharma shareholders meeting to be passed, while following its takeover, UCB owns 87.6 per cent of the company. This ordinary shareholders’ meeting will be held in early May this year.

A domination and profit transfer agreement is necessary to allow the companies to operate as a single integrated entity under German law.

“Under a domination and profit transfer agreement, outside shareholders of Schwarz Pharma will be entitled to either remain as shareholder and receive [an] annual guaranteed dividend or sell their shares to UCB.”

Earlier this week, UCB announced that Pierre Fabre, a European over-the-counter pharmaceutical firm, had acquired the company’s UCB business in Benelux, France, Greece and Switzerland.

UCB announced that this divestment would allow the company to focus on research into innovative therapeutic products for acute and chronic conditions, while it felt that Pierre Fabre was suited to exploit its over-the-counter products in those European countries.