6-K 1 genset-6k_0423.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULES 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 April 24, 2003 Commission file number 0-28526 GENSET S.A. (Exact name of registrant as specified in its charter) 24, rue Royale 75008 Paris, France (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover 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 Logo] [Genset Logo] FILING OF A REPURCHASE OFFER FOLLOWED BY A SQUEEZE-OUT FOR THE SECURITIES OF GENSET S.A. On April 23, 2003, Serono France Holding S.A., a wholly-owned subsidiary of Serono S.A., filed a repurchase offer followed by a squeeze-out with the Conseil des Marches Financiers, for all remaining Genset S.A. shares and OCEANEs held by the public. This offer follows the cash tender offer, which took place from July 16, 2002 to September 12, 2002 and was reopened in France from September 24, 2002 until October 31, 2002, and the cash tender offer made simultaneously in the United States by Serono France Holding S.A.. At the time of the cash tender offers, Serono France Holding S.A. reserved the possibility to proceed with a repurchase offer followed by a squeeze-out on the Genset securities if it held at least 95% of the voting rights of the company. Following the cash tender offers made in France and in the United States, and the capital increase made by Genset between March 13 and March 26, 2003, Serono France Holding S.A. owns, as of the date hereof, 19,371,449 Genset shares, representing 96.60% of the share capital and voting rights of Genset. The offer is made for all Genset securities not currently held by Serono France Holding S.A., constituting a maximum of 926,441 shares and 1,792 OCEANEs. The offer price under the offer is 8.19 euros per share and 107.05 euros per OCEANE. J.P. Morgan & Cie S.A. is the etablissement presentateur of the Offer. ELEMENTS OF APPRAISAL OF THE PRICE OF THE OFFER According to the terms of the repurchase offer followed by a squeeze-out, the price of 8.19 euros offered for each Genset share corresponds to the price paid by Serono France Holding to Genset shareholders in the context of the cash tender offer, this price per share being adjusted to take into account the capital increase of March 2003. The results of the analysis of the main valuation methods used are summarized in the following table: 1. Summary assessment of the price offered for the shares

Genset Historical Genset Pro-forma Median of ----------------------- -------------------------- "hybrid Analysis of comparable listed companies biotech"(2) Premium Multiple Premium Multiple ------------------------------------------------------------------------------------------------------------ Firm value/2001 revenues 0.97x 245% 6.97x 447% 87.56x Firm value/2002 revenues 0.71x 412% 27.04x 476% n.a. Firm value/2001 R&D expenses 0.1x 393% 3.8x 395% 3.9x Firm value/2002 R&D expenses 0.3x 342% 4.0x 343% 4.0x Market capitalisation/net cash 1.1x 423% 5.8x(3) 423% 5.8x(3) Multiple of consolidated net asset value (as of December 31) 1999 1.3x 2000 1.5x 2001 20.6x 2002 n.a. 2002 pro-forma of the capital increase 3.7x As a reference, analysis of comparable transactions Median Genset(4) 1-day premium 32.0% 138.4% 1-week premium 34.8% 204.7% 1-month premium 46.1% 194.6% 3-month premium 61.3% 123.6% Firm value / revenues for the last twelve months 6.84x 68.91x ------------------------------------------------------------------------------------------------------------

Note : Average weighted by volume. (1) Based on Genset share price performance on the Nouveau Marche. (2) Includes Celera Genomics, Genaissance, Genome Therapeutics and Maxygen. (3) Net cash as of March 31, 2003, accounting for the OCEANEs at book value, pro-forma of the net proceeds of the capital increase. (4) Premiums implied by the initial cash tender offer and mentioned in the initial cash tender offer prospectus. 2. Summary assessment of the price offered for the OCEANEs The offer price for the OCEANEs is equal to the redemption price of the OCEANEs as of June 10, 2003 corresponding to the estimated date of the squeeze-out. The price offered for the OCEANEs during the cash tender offer had similarly been set at 102.64 euros, the early redemption price as of June 26, 2002, the date of the filing of the cash tender offer.

Note : Average weighted by volume. (1) Last day with actual trading. INDEPENDENT EXPERT In accordance with Article 5-7-1 of the General Regulations of the CMF, the firm of Ricol, Lasteyrie & Associes has been appointed an independent expert in order to assess the valuation of the Genset securities and to issue an opinion on the fairness of the price offered. The expert has concluded in its report that the offer price of 8.19 euros per share and of 107.05 euros per OCEANE offered to the minority securityholders, is a fair price. The Offer and the publication of the offer document remain subject to the approval of the French market authorities. Subject to this approval, the squeeze-out pursuant to article L. 433-4 of the French Monetary and Financial Code will be implemented. The securities of Genset which will not have been tendered during the repurchase offer will be automatically transferred to Serono France Holding. Contacts : Genset S.A. Investors relations: tel.: + 01 60 79 66 66 Serono France Holding S.A. Investor Relations: tel.: + 41 22 739 36 01 This announcement is published in accordance with article 6 of Regulation n(degree) 2002-04 of the Commission des operations de bourse. This announcement does not constitute an offer to purchase or a solicitation of an offer to sell any securities. More detailed information on the repurchase offer will be made available in the French offer document which Serono France Holding will publish once it has been approved by the Commission des operations de bourse. 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. Dated: April 24, 2003 GENSET S.A. By: /s/ Marc Vasseur ---------------------------------- Name: Marc Vasseur Title: Chief Executive Officer

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