SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2002
Serono S.A.
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(Registrant's Name)
15 bis, Chemin des Mines
Case Postale 54
CH-1211 Geneva 20
Switzerland
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(Address of Principal Executive Offices)
1-15096
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(Commission File No.)
(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
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(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).)
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(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).)
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(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 No X
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(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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GENSET SERONO
Media Release
FOR IMMEDIATE RELEASE
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RESULTS OF SERONO TENDER OFFER
-SERONO HOLDS 91.8% OF GENSET-
GENEVA, SWITZERLAND AND PARIS, FRANCE, NOVEMBER 8, 2002 - Serono S.A. (Virt-x:
SEO, NYSE: SRA) and Genset S.A. (Euroclear: 5433) announced that, following its
subsequent offering period, Serono holds 91.8% of the capital and voting rights
of Genset, which successfully concludes the tender offer for Genset by Serono.
In a press release issued this morning, the Conseil des Marches Financiers (CMF)
indicated that Serono France Holding S.A. holds:
- 7,557,702 Genset shares, representing 91.8% of the 8,232,350 shares
outstanding;
- 515,931 Genset bonds convertible or exchangeable into new or existing
shares (OCEANEs), representing 98.8% of the 522,223 OCEANEs
outstanding;
- all the warrants outstanding.
Serono France Holding S.A. will continue to buy Genset shares on the Nouveau
Marche at a price of franc 9.75 and will inform the market upon suspension of
these purchases.
***
These materials contain certain statements that are neither reported financial
results nor other historical information. Because these forward-looking
statements are subject to risks and uncertainties, actual future results may
differ materially from those expressed in or implied by the statements. Many of
these risks and uncertainties relate to factors that are beyond the companies'
ability to control or estimate precisely, such as future market conditions,
currency fluctuations, the behavior of other market participants, the actions of
governmental regulators and other risk factors detailed in Serono's and Genset's
filings with the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this document.
The companies do not undertake any obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after the
date of these materials.
-more-
ABOUT SERONO
Serono is a global biotechnology leader. The Company has six recombinant
products on the market, Gonal-F(R), Luveris(R), Ovidrel(R)/Ovitrelle(R),
Rebif(R), Serostim(R) and Saizen(R) (Luveris(R) is not approved in the USA). In
addition to being the world leader in reproductive health, Serono has strong
market positions in neurology, metabolism and growth. The Company's research
programs are focused on growing these businesses and on establishing new
therapeutic areas. Currently, there are seventeen new molecules in development.
In 2001, Serono achieved worldwide revenues of US$1.38 billion, and a net income
of US$317 million, making it the third largest biotech company in the world
based on revenues. The Company operates in 45 countries, and its products are
sold in over 100 countries. Bearer shares of 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 GENSET
Genset is a genomics-based biotechnology company focused on generating a
pipeline of drug targets and drug candidates in the areas of CNS and metabolic
disorders. Genset has successfully used its integrated technology platform and
association studies approach to identify and characterize drug targets and drug
response markers in the fields of CNS, metabolic and other diseases. Building
upon the expertise accumulated in various alliances with pharmaceutical partners
and its portfolio of genomic patents, Genset discovers and validates novel drug
targets and candidates for its own account. Its teams have already discovered
and launched the development of a lead protein in the metabolism field named
Famoxin, and are continuing their research with a view to discovering and
developing other drugs. Genset's news releases are available on the Company's
Web site at http://www.genset.fr.
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FOR MORE INFORMATION, PLEASE CONTACT:
SERONO IN GENEVA, SWITZERLAND:
MEDIA RELATIONS: INVESTOR RELATIONS: IMAGE SEPT FRANCE :
Tel: +41-22-739 36 00 Tel: +41-22-739 36 01 Tel : + 33 1 53 70 74 68
Fax: +41-22-739 30 85 Fax: +41-22-739 30 22 Fax : + 33 1 53 70 74 80
http://www.serono.com Reuters: SEOZ.VX / SRA.N
--------------------- Bloomberg: SEO VX / SRA US
SERONO, INC., ROCKLAND, MA
MEDIA RELATIONS:
Tel. +1 781 681 2340
Fax: +1 781 681 2935
http://www.seronousa.com
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GENSET BURNS MCCLELLAN
+331 55 04 59 00 +1 212 213 0006
Marc Vasseur Media: Justin Jackson
Chairman & CEO Investors: Jonathan M. Nugent
GENSET is listed on the NOUVEAU MARCHE of the Paris Bourse
Euroclear: 5433 - - Bloomberg: GNST FP - Reuters: GEN.F
-end-
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.
SERONO S.A.
a Swiss corporation
(Registrant)
November 8, 2002 By: /s/ Jacques Theurillat
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Name: Jacques Theurillat
Title: Deputy Chief Executive Officer