CCH Coca-cola Hbc Ag

RNS Number:5241A
UCB SA
06 July 2004


Not for release, publication or distribution in whole or in part, in, into or
from Australia, Belgium, Canada or Japan



 RECOMMENDED CASH OFFER BY UCB S.A. ("UCB") FOR CELLTECH GROUP PLC ("CELLTECH")

                  OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

UCB announces that, as at 6 July 2004, all conditions of the recommended cash
offer for the entire issued and to be issued share capital of Celltech (the
"Offer") as set out in the offer document dated 19 May 2004 (the "Offer
Document") have now either been satisfied or waived.  Accordingly, the Offer is
now unconditional in all respects. The Offer will remain open for acceptance
until further notice.

Acceptance Forms not yet returned should be completed and returned in accordance
with the instructions in the Offer Document and on the Acceptance Forms so as to
be received as soon as possible.  The withdrawal rights of holders of Celltech
Securities have been terminated.

As at 3.00 p.m. (London time), 10.00 a.m. (New York City time) on 5 July 2004,
valid acceptances of the Offer had been received in respect of a total of
161,931,140 Celltech Shares (including Celltech Shares represented by 1,811,143
Celltech ADSs), representing approximately 58.2 per cent. of the total issued
share capital of Celltech.  In addition to those ADSs tendered prior to 3.00
p.m. (London time), 10.00 a.m. (New York City time) on 5 July 2004, 3,418 ADSs
are subject to notice of guaranteed delivery period.

Neither UCB nor any person acting, or deemed to be acting, in concert with UCB
held any Celltech Shares or rights over Celltech Shares prior to the Offer
Period.  As of the date of the Offer Document, UCB received irrevocable
undertakings to accept the Offer from Celltech Directors and certain members of
their immediate families prior to the announcement of the Offer representing
approximately 0.18 per cent. of the existing issued share capital of Celltech as
at 2 July 2004.  Valid acceptances have been received in respect of all of the
shares that were subject to these irrevocable undertakings, all of which are
included in the total of valid acceptances referred to above.

In addition, as a result of market purchases made by or on behalf of UCB outside
of the United States, UCB has acquired 83,493,000 Celltech Shares, representing
approximately 29.98 per cent. of the existing issued share capital of Celltech.

Accepting Celltech Shareholders and Celltech ADS holders will receive 550 pence
in cash for each Celltech Share tendered and the US dollar equivalent to 1,100
pence in cash for each Celltech ADS tendered (unless instructed otherwise by the
holder of Celltech ADSs), respectively.

Settlement of the consideration due to accepting Celltech Shareholders and
Celltech ADS holders will be despatched by UCB by no later than 20 July 2004 in
respect of Celltech Securities for which valid and complete acceptances of the
Offer were received on or before 3.00 p.m. (London time), 10.00 a.m. (New York
City time) on 6 July 2004. Settlement of consideration in respect of acceptances
received after 3.00 p.m. (London time), 10.00 a.m. (New York City time) on 6
July 2004 will be despatched within 14 days after the receipt of a valid
Acceptance Form complete in all respects.

As stated in the Offer Document, UCB intends, if it receives acceptances under
the Offer in respect of 90 per cent. or more of the Celltech Shares to which the
Offer relates, to exercise its right pursuant to the provisions of Sections 428
to 430F of the Companies Act 1985 to acquire compulsorily the remaining Celltech
Shares for which valid acceptances of the Offer have not been received.  In
addition, UCB intends to procure that Celltech applies to the UKLA for the
cancellation of the listing of Celltech Shares on the Official List and to the
London Stock Exchange for the cancellation of the admission to trading of
Celltech Shares on the London Stock Exchange.  It is anticipated that such
cancellation will take effect no earlier than 3 August 2004 which is 20 business
days from the date of this announcement. It is also UCB's intention to procure
that Celltech applies for delisting of the Celltech ADSs from the New York Stock
Exchange and may also request that Celltech terminate the existing deposit
agreement through which the ADS program is operated.



PRESS ENQUIRIES:

UCB                                                    Tel:  +32 (2) 559 95 88
Laurence Battaille

Lazard (Financial adviser to UCB)                      Tel:  +44 (0)20 7187 2000
William Rucker
David Gluckman
Samuel Bertrand

Morgan Stanley (Joint financial adviser to Celltech)   Tel:  +44 (0)20 7425 5000
Simon Robey
Mark Warham

JPMorgan (Joint financial adviser to Celltech)         Tel:  +44 (0)20 7742 4000
Bernard Taylor
Julian Oakley


Unless the context otherwise requires, terms used in this announcement have the
same meanings as in the Offer Document.  The full terms and conditions of the
Offer (including details of how the Offer may be accepted) are set out in the
Offer Document, and the accompanying Acceptance Forms.  In deciding whether or
not to accept the Offer, Celltech Shareholders must rely solely on the terms and
conditions of the Offer and the information, and the procedures described, in
the Offer Document and related Acceptance Forms.

Lazard & Co., Limited ("Lazard") is acting for UCB and no one else in connection
with the Offer and will not be responsible to anyone other than UCB for
providing the protections afforded to clients of Lazard or for providing advice
in connection to the Offer, the contents of this announcement or any transaction
or arrangement referred to herein.

Morgan Stanley & Co. Limited ("Morgan Stanley") is acting for Celltech and no
one else in connection with the Offer and will not be responsible to anyone
other than Celltech for providing the protections afforded to clients of Morgan
Stanley or for providing advice in connection to the Offer, the contents of this
announcement or any transaction or arrangement referred to herein.

J.P. Morgan plc ("JPMorgan") is acting for Celltech and no one else in
connection with the Offer and will not be responsible to anyone other than
Celltech for providing the protection afforded to clients of JPMorgan or for
providing advice in connection to the Offer, the contents of this announcement
or any transaction or arrangement referred to herein.

This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of an offer to purchase or subscribe for any
securities.

In the United States, UCB filed a Tender Offer Statement on Schedule TO
containing the Offer Document and other related documentation and Celltech filed
a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC on 19 May
2004.  Free copies of these documents are available on the SEC's web site at
http://www.sec.gov. Celltech Shareholders in the United States are urged to read
the Tender Offer Statement, the Solicitation/Recommendation Statement and the
related documentation as they contain important information.

Subject to compliance with all applicable regulations (including the City Code)
and in accordance with normal UK market practice and exemptive relief granted by
the SEC from Rule 14e-5 under the Exchange Act ("Rule 14e-5"), UCB or its
nominees, or its brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Celltech Securities outside the
United States, other than pursuant to the Offer, before or during the period in
which the Offer remains open for acceptance.  These purchases may occur either
in the open market at prevailing market prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as is
required in the United Kingdom and communicated in the United States by way of
an announcement by or on behalf of UCB.

In accordance with the City Code, normal UK practice and Rule 14e-5, Lazard,
Morgan Stanley and JPMorgan and/or their respective affiliates will continue to
act as connected exempt market makers or connected exempt principal traders in
Celltech Shares on the London Stock Exchange.  Information regarding such
activities which is required to be made public in the United Kingdom pursuant to
the City Code is reported to a Regulatory Information Service of the UK Listing
Authority.  This information will also be made available to US holders of
Celltech Shares and Celltech ADSs, if such holders contact the UK or US
Information Agent on the Helpline.

The availability of the Offer to holders of Celltech Shares or Celltech ADSs who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions.  Holders of Celltech Shares or Celltech ADSs who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

Unless otherwise determined by UCB and permitted by applicable law and
regulation, the Offer (including the Loan Note Alternative) is not being made,
directly or indirectly, in or into, or by use of the mails of, or by any other
means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any facility of a
national securities exchange of Canada, nor is it being made in or into
Australia, Belgium or Japan and the Offer is not capable of acceptance by any
such use, means, instrumentality or facilities or from within Australia,
Belgium, Canada or Japan.  Accordingly, unless otherwise determined by UCB and
permitted by applicable law and regulation, neither copies of this announcement
nor any other documents relating to the Offer are being, or may be, mailed or
otherwise forwarded, distributed or sent in or into Australia, Belgium, Canada
or Japan and persons receiving such documents (including custodians, nominees
and trustees) must not distribute or send them in, into or from such
jurisdictions.

The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, listed on any stock exchange and have not been and will not be
registered under the Securities Act or under any relevant securities laws of any
state or other jurisdiction of the United States, or under the relevant
securities laws of Australia, Belgium, Canada or Japan or any other
jurisdiction.  Accordingly, unless an exemption under such relevant laws is
available, Loan Notes may not be offered, sold, re-sold or delivered, directly
or indirectly, in, into or from the United States, Australia, Belgium, Canada or
Japan or any other jurisdiction in which an offer of Loan Notes would constitute
a violation of relevant laws or require registration of the Loan Notes, or to or
for the account or benefit of any US person or resident of Australia, Belgium,
Canada or Japan or any other such jurisdiction.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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