Akzo Nobel announces EGM to approve separation of its Pharma business
Arnhem, the Netherlands, August 15, 2006 — Akzo Nobel (Euronext Amsterdam: AKZ; Nasdaq: AKZOY) has announced that an Extraordinary General Meeting of Shareholders (EGM) is to be held on September 7 — in accordance with Dutch law — and has today published the relevant agenda and shareholders’ circular.
At next month’s EGM, shareholders will be asked to give their approval to separate Akzo Nobel into two independent companies—Akzo Nobel, active in coatings and chemicals; and Organon BioSciences (OBS), active in pharmaceuticals. This proposal constitutes a significant change in the identity and nature of Akzo Nobel and therefore requires shareholder approval in accordance with Dutch law. As announced on February 7, 2006, Akzo Nobel intends to separate its Pharma business, preferably through a minority divestment of Organon BioSciences shares, followed by a full separation within two to three years. Positive advice for the separation has already been received from the Central Works Council in the Netherlands, and the next step is to obtain approval from the shareholders to enable the process to proceed. Subject to shareholder approval of the proposed separation, Akzo Nobel plans to divest a minority stake of approximately 20 to 30% of Organon BioSciences, and have OBS listed on Euronext Amsterdam. This is currently expected to take place by early 2007. The final timing and structure of the separation will depend on market conditions, as well as on developments at Organon BioSciences, including its product pipeline. “We have now reached the point where we can seek shareholder approval for the separation,” said Hans Wijers, Chairman of Akzo Nobel. “The EGM is another step towards achieving our goal of a fully independent Organon BioSciences. Our separation process is on track, we have received a positive advice from our works council, and we look forward to the agreement of our shareholders, which will allow us to move forward to the next phase with the aim of completing the first stage of the separation by early 2007.” In accordance with Dutch law, Akzo Nobel consulted the Central Works Council in the Netherlands regarding relevant Dutch aspects of the proposed separation. A positive advice was received on July 24. The EGM agenda and the shareholders' circular can be downloaded from Akzo Nobel’s corporate website (www.akzonobel.com/egm). ---