Roche Family Extends Shareholders Pact Indefinitely
January 28 2009 - 1:42AM
Dow Jones News
The family holding the majority in Swiss pharmaceutical company
Roche Holding AG (ROG.VX) Wednesday said it is extending the
shareholders pact indefinitely.
The heirs of company founder Fritz Hoffmann-La Roche have
decided to extend the shareholders' agreement, which was due to
expire at the end of 2009, for an unlimited period. Consequently,
the family pool will retain its voting majority in the company
Roche, which was founded in 1896 and has its registered office in
Basel.
The shareholders' agreement, which was concluded some decades
ago among the direct heirs of company founder Fritz Hoffmann-La
Roche, has been renewed prior to its original expiry date of
end-2009 and extended for an unlimited duration. With this step,
members of the Hoffmann and Oeri families are underscoring their
joint desire to preserve the company's independent and autonomous
character for the long term. The pool members have stated in a
joint communiqu� that "the pool will continue to exercise its
majority rights responsibly and in the interests of the company as
a whole".
While Beatrice Oeri has decided to leave the pool as of April 1,
2009, the first representatives of the fifth generation will be
joining it. Members of the pool will in future be: Vera
Michalski-Hoffmann, Maja Hoffmann, Andre Hoffmann, Andreas Oeri,
Sabine Duschmale-Oeri, Catherine Oeri, Maja Oeri, Joerg Duschmale
and Lukas Duschmale.
Following redistribution within the family, the group of
shareholders subject to the voting agreement hold an unchanged
total of 80,020,000 shares or 50,0125% of bearer shares issued.
These figures do not include shares held by individual members
outside of this shareholder group.
The agreement continues to contain provisions on the exercising
of the voting rights, representation vis-a-vis the company and
restrictions on disposal of the bearer shares held in the pool.
As it was unanimously agreed that the pool members should be
involved more closely in the internal decision-making process, and
as it was decided not to make any public statements regarding the
pool, the role of pool spokesman lapses. The current CEO of Scobag
Privatbank acts on behalf of the pool as the contact for the
provision of information to public authorities and other
supervisory bodies (such as the stock exchange commission) as
required by the law and regulations. Furthermore, it was agreed
that the content of the agreement and the pool itself shall remain
confidential.
Company Web Site: http://www.roche.com
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