UCB SA - BNP Paribas Fortis
UCB SA - BNP Paribas Fortis
UCB SA - BNP Paribas Fortis
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A11250830/2.25/23 Oct 2009 7<br />
PART I: SUMMARY<br />
This summary must be read as an introduction to the listing and offering prospectus dated 23 October 2009 (the<br />
“Prospectus”) and any decision to invest in the 5.75 per cent. fixed rate bonds due 27 November 2014 (the<br />
“Bonds”) should be based on a consideration of this Prospectus as a whole, including the documents incorporated<br />
by reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member<br />
State of the European Economic Area (an “EEA State”), no civil liability will attach to the Responsible Persons (as<br />
defined on p. 3 of the Prospectus) in any such Member State solely on the basis of this summary, including any<br />
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of<br />
this Prospectus. Full version of this Prospectus is available on the website of the Issuer (www.ucb.com) and the<br />
website of the Luxembourg Stock Exchange (www.bourse.lu). Where a claim relating to the information contained<br />
in this Prospectus is brought before a court in an EEA State, the plaintiff may, under the national legislation of the<br />
EEA State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal<br />
proceedings are initiated.<br />
Terms defined in "Terms and Conditions of the Bonds" below shall have the same meaning where used in this<br />
Summary.<br />
1. BUSINESS DESCRIPTION OF THE ISSUER<br />
<strong>UCB</strong> S.A. is a Belgian corporation (“naamloze vennootschap”/“société anonyme”) having its registered<br />
office at 60 Allée de la Recherche, 1070 Brussels, Belgium and registered with the register of legal<br />
persons (“rechtspersonenregister”/“registre des personnes morales”) under enterprise number<br />
(“ondernemingsnummer”/“numéro d’entreprise”) VAT-BE 0403.053.608 RLP Brussels.<br />
<strong>UCB</strong> S.A. was incorporated on 26 May 1925. <strong>UCB</strong>’s Ordinary Shares have been listed on the Belgian<br />
Stock Exchange (now Euronext Brussels) since incorporation.<br />
The <strong>UCB</strong> Group is a global biopharmaceutical company, headquartered in Brussels. The <strong>UCB</strong> Group<br />
develops and markets human pharmaceutical products for the treatment of severe central nervous system<br />
(CNS) and immunology disorders.<br />
The strategy of the <strong>UCB</strong> Group is driven by its ambition to form a leading global next generation<br />
biopharmaceutical company focused on the treatment of severe diseases. The <strong>UCB</strong> Group differentiates<br />
itself by focusing on a patient-driven approach to developing treatments for a range of severe CNS and<br />
immunology disorders.<br />
The key marketed products of the <strong>UCB</strong> Group are Vimpat®, Neupro® and Keppra® (including<br />
Keppra®XR) for CNS diseases. For immunology, the key marketed product is Cimzia®. Other<br />
significant marketed products include Zyrtec®, Xyzal®, Tussionex®, venlafaxine, Nootropil®, Innovair®<br />
and MetadateCD.<br />
The currently marketed products of the <strong>UCB</strong> Group are supplemented by a research and development<br />
pipeline focusing on the following CNS diseases: epilepsy, diabetic neuropathic pain, restless legs<br />
syndrome and Parkinson’s disease. Research and development is also carried out in the following<br />
immunology disorders: Crohn’s disease, rheumatoid arthritis, systemic lupus erythematosus, bone loss<br />
disorders and other autoimmune diseases. Through its partnership with Pfizer, <strong>UCB</strong> also participates in<br />
the over-active bladder disease area. The <strong>UCB</strong> Group believes that the concentration of its research and<br />
development efforts on a limited range of severe diseases increases the likelihood of significant, high-<br />
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