SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
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 May, 2004
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
--- ---
(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).) ______
(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).) ______
(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
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______)
SERONO
Media Release
FOR IMMEDIATE RELEASE
---------------------
SERONO ANNOUNCES NEW SHARE BUY-BACK PROGRAM
FOR UP TO CHF 750 MILLION
GENEVA, SWITZERLAND, MAY 25, 2004 - Serono (virt-x: SEO and NYSE: SRA) announced
today that its Board of Directors has authorized the investment of up to CHF 750
million for the purchase of Serono SA bearer shares in a new share buy-back
program.
"The current share price represents an excellent opportunity for us to initiate
a new share buy-back program," said Ernesto Bertarelli, Chief Executive Officer
of Serono. "This initiative reflects our commitment to promote long-term
shareholder value."
The authorization applies only to the bearer shares traded on virt-x, and
excludes the American Depositary Shares traded on the New York Stock Exchange.
It is subject to the approval of the Swiss Takeover Board and the Swiss Stock
Exchange.
The share buy-back program is expected to start in June 2004 and will last for a
maximum period of five years. The shares will be purchased on the open market
via a second trading line, and subsequently cancelled. This will result in a
reduction of the number of shares outstanding and thus increase earnings per
share.
Serono's first share buy-back program has fully utilized the CHF 500 million
allocated and a total of 647,853 shares have been bought back as treasury stock
for general corporate purposes.
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###
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
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 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 March 25, 2004. These factors include any
failure or delay in Serono's ability to develop new products, any failure to
receive anticipated regulatory approvals, any problems in commercializing
current products as a result of competition or other factors, our ability to
obtain reimbursement coverage for our products, and government regulations
limiting our ability to sell our products. Serono 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.
###
ABOUT SERONO
Serono is a global biotechnology leader. The Company has seven recombinant
products, Rebif(R), Gonal-F(R), Luveris(R), Ovidrel(R)/Ovitrelle(R),
Serostim(R), Saizen(R) and Zorbtive(TM) (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 approximately 30 ongoing development
projects.
In 2003, Serono achieved worldwide revenues of US$2,018.6 million, and a net
income of US$390.0 million, making it the third largest biotech company in the
world. Its products are sold in over 90 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).
FOR MORE INFORMATION, PLEASE CONTACT:
CORPORATE MEDIA RELATIONS: CORPORATE INVESTOR RELATIONS:
Tel: +41 22 739 36 00 Tel: +41 22 739 36 01
Fax: +41 22 739 30 85 Fax: +41 22 739 30 22
http://www.serono.com Reuters: SEO.VX / SRA.N
--------------------- Bloomberg: SEO VX / SRA US
MEDIA RELATIONS, USA: INVESTOR RELATIONS, USA:
Tel: +1 781 681 2340 Tel: +1 781 681 2552
Fax: +1 781 681 2935 Fax: +1 781 681 2912
http://www.seronousa.com
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SERONO
Media Release
FOR IMMEDIATE RELEASE
---------------------
SERONO SHAREHOLDERS APPROVE RESOLUTIONS
AT ANNUAL GENERAL MEETING
GENEVA, SWITZERLAND, MAY 25, 2004 - Serono (virt-x: SEO and NYSE: SRA)
Serono announced that its shareholders have approved all the resolutions at the
Annual General Meeting of Shareholders, held today in Lausanne, Switzerland.
"2003 was a record year for our company with total revenues breaking through the
$2 billion mark," said Ernesto Bertarelli, Chief Executive Officer of Serono.
"Each of our businesses is growing well and I look forward for another strong
performance in 2004."
Shareholders approved the following main resolutions:
- A cash dividend of CHF 123.9 million or $96.8 million(1)
(2002: CHF 110.8 million or $81.4 million)
- Gross dividend per bearer share of CHF 8.00 or $6.25
(2002: CHF 7.00 or $5.15)
- Gross dividend per American Depositary Share of CHF 0.20 or $0.15625
(2002: CHF 0.175 or $0.13)
- Gross dividend per registered share of CHF 3.20 or $2.50
(2002: CHF 2.80 or $2.06)
The dividend for bearer shares will be paid as of May 28, 2004 net of the 35%
Swiss withholding tax. The total cash pay-out in Swiss Francs (CHF) represents
an increase of 11.8% for the financial year 2003 compared with 2002. The
dividend pay-out ratio in relation to earnings per share is 24.3% for 2003
compared to 22.5% for 2002.
_______________________________
(1) All dollar figures are based on prevailing exchange rates. Final equivalent
US$ amounts may differ depending on exchange rates on the date of payment.
1/3
Shareholders have approved increasing the maximum amount of the conditional
capital to CHF 36,300,000 (1,452,000 bearer shares of a par value of CHF 25) for
option and/or convertible loans and to CHF 18,825,000 (753,000 bearer shares of
a par value of CHF 25) for a stock option plan. In addition, shareholders have
approved the renewal of the authorization to increase capital by a maximum of
CHF 35,000,000 (1,400,000 bearer shares of a par value of CHF 25) for a period
of two years.
Shareholders approved the re-election for one year of all members of the Board:
Mr. Georges Muller (Chairman)
Mr. Ernesto Bertarelli (Vice Chairman and Managing Director)
Mr. Pierre E. Douaze
Mr. Bernard Mach
Mr. Sergio Marchionne
Mr. Jacques Theurillat
Mr. Hans Thierstein.
Shareholders also approved the election of a new Director:
Mr Patrick Gage
The Annual Report and Accounts for 2003 were approved.
###
2/3
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
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 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 March 25, 2004. These factors include any
failure or delay in Serono's ability to develop new products, any failure to
receive anticipated regulatory approvals, any problems in commercializing
current products as a result of competition or other factors, our ability to
obtain reimbursement coverage for our products, and government regulations
limiting our ability to sell our products. Serono 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.
###
ABOUT SERONO
Serono is a global biotechnology leader. The Company has seven recombinant
products, Rebif(R), Gonal-F(R), Luveris(R), Ovidrel(R)/Ovitrelle(R),
Serostim(R), Saizen(R) and Zorbtive(TM) (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 approximately 30 ongoing development
projects.
In 2003, Serono achieved worldwide revenues of US$2,018.6 million, and a net
income of US$390.0 million, making it the third largest biotech company in the
world. Its products are sold in over 90 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).
FOR MORE INFORMATION, PLEASE CONTACT:
CORPORATE MEDIA RELATIONS: CORPORATE INVESTOR RELATIONS:
Tel: +41 22 739 36 00 Tel: +41 22 739 36 01
Fax: +41 22 739 30 85 Fax: +41 22 739 30 22
http://www.serono.com Reuters: SEO.VX / SRA.N
--------------------- Bloomberg: SEO VX / SRA US
MEDIA RELATIONS, USA: INVESTOR RELATIONS, USA:
Tel: +1 781 681 2340 Tel: +1 781 681 2552
Fax: +1 781 681 2935 Fax: +1 781 681 2912
http://www.seronousa.com
------------------------
3/3
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)
May 25, 2004 By: /s/ Francois Naef
-----------------------
Name: Francois Naef
Title: Secretary