UCB in €4.4 Billion Acquisition of Schwarz Pharma AG

Cleary Gottlieb is advising Lazard, Frères & Co. as financial advisor to UCB SA in connection with UCB’s proposed acquisition of Schwarz Pharma AG. The cash and stock offer is valued at approximately € 4.4 billion ($5.6 billion) and is expected to close in the fourth quarter of 2006.

UCB is a leading global biopharmaceutical company and Schwarz Pharma is a multinational pharmaceutical company. Members of the Schwarz family, who collectively own approximately 58% of the share capital of Schwarz Pharma, have agreed to tender their shares to UCB in the offer.