UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of April 2007
Commission
File Number 1-15096
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Merck
Serono S.A.
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(Translation
of registrant’s name into English)
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9,
Chemin des Mines, Case Postale 54, CH-1202 Geneva,
Switzerland
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(Address
of principal executive
office)
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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
o
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): o
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): o
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 o
No
x
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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News
Release
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April
5, 2007
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Merck
Serono S.A. to Voluntarily Delist and Deregister Its Bearer Shares
and
American Depositary Shares (evidenced by American Depositary
Receipts).
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Geneva,
Switzerland,
April 5, 2007 - Merck Serono S.A. (“Merck Serono”) announced today that it has
notified the New York Stock Exchange (the “NYSE”) of its intention to
voluntarily withdraw its bearer shares and American Depositary Shares ("ADSs")
– evidenced by American
Depositary Receipts – from listing
on the NYSE and from registration with the U.S. Securities and Exchange
Commission (the “SEC”) under the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Merck Serono ADSs are currently traded on the NYSE
under the symbol “SRA”. Each ADS represents a one-fortieth of a Merck Serono
bearer share.
As
an initial step
in the delisting and deregistration, Merck Serono intends to file a Form 25
with
the SEC on April 15, 2007 and expects the filing to be effective on April
25, 2007. It is expected that the NYSE will suspend trading of the ADSs
beginning on April 25, 2007.
Merck
Serono bearer
shares (formerly, bearer shares of Serono S.A.) were the subject of a Swiss
public tender offer by Merck Vierte Allgemeine Beteiligungsgesellschaft mbH,
a
subsidiary of Merck KGaA. As a result of the tender offer, which expired on
February 22, 2007, Merck KGaA (indirectly through various subsidiaries) acquired
over 98% of the voting rights in Merck Serono. On February 28, 2007, Merck
Vierte initiated a squeeze out procedure under Swiss law with respect to the
remaining publicly held bearer shares of Merck Serono. The squeeze out will
result in a cancellation of all
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Merck
Serono
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9
Chemin des Mines
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Corporate
Media Relations
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Corporate
Investor Relations
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1202
Geneva
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Tel:+41
22 414 36 00
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Tel:+41
22 414 36 01
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Switzerland
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Media
Relations, USA
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Investor
Relations, USA
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www.merckserono.net
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Tel :+1
781 681 23 40
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Tel:+1
781 681 25 52
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Merck
Serono
publicly held bearer shares. Following completion of the squeeze out, Merck
Serono’s securities will be delisted from the SWX Swiss Exchange.
Merck
Serono
shareholders subject to the squeeze out will receive compensation for their
bearer shares in the same amount as shareholders who tendered their shares
during the Swiss public tender offer, that is, CHF 1,100 net in cash per
bearer
share. As a consequence of the cancellation of the bearer shares, holders
of
ADSs will receive in U.S. dollars a proportionate amount based on the number
of
bearer shares their ADSs represent. Because each ADS represents a one-fortieth
of one bearer share, a holder will be entitled to receive the U.S. dollar
equivalent of CHF 27.50 per ADS. ADS holders will be required to bear any
fees
and expenses The Bank of New York, the depositary under the ADS program,
may
charge pursuant to the terms of the Deposit Agreement, which will be deducted
from such U.S. dollar equivalent amount.
Merck
Serono has
notified the NYSE of its intention to delist its bearer shares and ADSs from
the
NYSE and has not arranged for listing and/or registration of the bearer shares
or the ADSs on another U.S. national securities exchange or for their quotation
in a quotation medium. The delisting and deregistration will allow Merck
Serono
to suspend its reporting requirements under the Exchange Act and eliminate
related expenses.
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Forward-looking
statements
Some
of the statements in this press release are forward looking. Such statements
are
inherently subject to known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Merck Serono
S.A.
and affiliates to be materially different from those expected or anticipated
in
the forward-looking statements. Forward-looking statements are based on Merck
Serono’s current expectations and assumptions, which may be affected by a number
of factors, including those discussed in this press release and more fully
described in Serono’s Annual Report on Form 20-F filed with the U.S. Securities
and Exchange Commission on February 28, 2006. These factors include
any
changes in global, political, economic, business, competitive, market and
regulatory forces.
Merck
Serono is providing this information as of the date of this press release,
and
has no responsibility to update the forward-looking statements contained in
this
press release to reflect events or circumstances occurring after the date of
this press release.
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About
Merck Serono S.A.
Merck
Serono S.A. is a global biotechnology leader, with sales in over 90 countries.
The Company is the world leader in reproductive health, with Gonal-f®,
Luveris®
and
Ovidrel®/Ovitrelle®.
It has
strong market positions in neurology, with Rebif®,
as well
as in metabolism and growth, with Saizen®,
Serostim®
and
Zorbtive™. The Company has recently entered the psoriasis area with
Raptiva®.
Merck
Serono's research programs are focused on growing these businesses and on
establishing new therapeutic areas, including oncology and autoimmune diseases.
Bearer
shares of Merck 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).
About
Merck
Merck
is a
global pharmaceutical and chemical company with sales of EUR 6.3 billion in
2006, a history that began in 1668, and a future shaped about 35,000 employees
(including Merck Serono) in 56 countries. Its success is characterized by
innovations from entrepreneurial employees. Merck's operating activities come
under the umbrella of Merck KGaA, in which the Merck family holds an
approximately 70% interest and free shareholders own the remaining approximately
30%. In 1917 the U.S. subsidiary Merck & Co. was expropriated and has been
an independent company ever since.
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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.
| Merck Serono S.A. | ||||
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(Registrant)
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Date
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April
5, 2007
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By:
/s/ Francois Naef
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Name:
Francois Naef
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Title:
Chief Administrative Officer
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