Under German law, a domination and profit transfer agreement will enable UCB and Schwarz Pharma to operate as one fully integrated entity.
Under the agreement, outside shareholders of Schwarz Pharma will be entitled to either remain as shareholder and receive annual guaranteed dividend or sell their shares to UCB. Details are still to be determined and agreed upon.
The domination and profit transfer agreement requires the approval by the shareholders’ meeting of Schwarz Pharma with a majority of 75% of the votes.
As a result of the takeover offer UCB holds approximately 87.6% of the total outstanding share capital of Schwarz Pharma.