Top Management Appointed
                         Integration Process Begins
             Erbitux (R) Production Consolidated in Switzerland

    GENEVA, Switzerland, January 8 /PRNewswire-FirstCall/ -- Following the
successful closing of the Share Purchase Agreement (SPA) and the
resolutions passed during the Extraordinary General Meeting of Serono
S.A.(1), Merck KGaA today announced the official launch of Merck Serono
S.A. (virt-x: SEO and NYSE:SRA).
    "With the combined innovative power of two strong companies, we have
the unique opportunity to create a superb union of pharmaceutical chemistry
and biotechnology," said Elmar Schnee, new Chief Executive Officer of Merck
Serono S.A. "We want to utilize the best of both companies. A total of 28
projects in clinical development, a combined R&D budget of approximately
EUR 1 billion and the two key growth drivers Erbitux(R) for oncology and
Rebif(R) for the treatment of multiple sclerosis, give us the best
foundations for a successful future."
    Top management appointed
    Merck Serono S.A. will be managed as a subsidiary of Merck KGaA by a
Management Team comprising:
    - Elmar Schnee, CEO of Merck Serono S.A. and Member of the Executive
Board of Merck KGaA
    - Olaf Klinger, Chief Financial Officer of Merck Serono S.A.
    - Francois Naef, Chief Administrative Officer of Merck Serono S.A.
    The Board of Directors was already elected at the Extraordinary General
Meeting of Serono S.A. on January 5. It comprises:
    Michael Becker (Chairman), Peter Bohnenblust, Josef Dubacher, Carlo
Lombardini, Elmar Schnee, Axel von Wietersheim and Philippe Tischhauser.
    Integration process begins
    With the closing of the Share Purchase Agreement, the integration
process will now move forward. Following the conclusion of the planning
phase, 25 integration teams consisting of about 170 integration managers
will rapidly implement the integration processes throughout the company.
The project will be led by an Integration Steering Committee headed by
Karl-Ludwig Kley, Vice Chairman of the Executive Board of Merck KGaA. "The
aim is to achieve a clearly performance-oriented organization - a structure
based on transparency, fairness, honesty and mutual respect," said Kley.
    The Merck Serono division
    In the course of 2007, Merck Serono S.A. will be combined with the
current Merck Ethicals division and operate as the new Merck Serono
division within the Pharmaceuticals business sector of Merck KGaA. The
headquarters of this division will be in Geneva, Switzerland. This move
will create a leading global supplier of biopharmaceutical products with
pro forma sales (2005) of around EUR 3.6 billion and about 14,500 employees
worldwide. The R&D budget amounts to about EUR 1 billion.
    The Executive Management Board of the Merck Serono division will
comprise an international team of experienced executives from both
companies:
    Elmar Schnee (Head), Franck Latrille (Deputy Head, Development,
International), Roland Baumann (Strategy, Management Process & Compliance),
Vincent Aurentz (Business Development, Portfolio Management), Bernhard
Kirschbaum (Research), Richard Douge (Marketing), Wolfgang Wein (Oncology),
Roberto Gradnik (Europe), Fereydoun Firouz (U.S.), Hanns-Eberhard Erle
(Production), Francois Naef (Human Resources) and Dorothea Wenzel
(Controlling).
    Special emphasis will be placed on the therapeutic areas of oncology,
neurology and autoimmune and inflammatory diseases. In addition, Merck
Serono will have a presence in the markets for infertility, metabolic
endocrinology, type 2 diabetes and cardiovascular treatments.
    Globally, Merck Serono will operate under the new name and with a new
logo, which will appear on buildings, letterhead and business cards.
Pharmaceutical packaging will also be changed to the new design in the
coming months and years. In the United States, the business will operate
under the name EMD Serono.
    Erbitux(R) production to be consolidated in Corsier-sur-Vevey
    For efficiency reasons, the planned production facility for Erbitux(R)
will be consolidated in Corsier-sur-Vevey, Switzerland. Merck will continue
to invest in its Pharmaceuticals and Chemicals business sectors at
headquarters in Darmstadt.
    Further steps
    Merck has indicated that, subject to clearance by the Swiss Takeover
Board, on January 9 it plans to make a public tender offer under Swiss law
for remaining Merck Serono (formerly Serono) bearer shares in free float.
This offer will not extend into the United States.
    Important Information
    The information contained in this press release is neither an offer to
acquire nor an invitation to sell or make an offer to sell securities
(especially shares or American depositary shares of Merck Serono S.A.).
    In particular, this document does not constitute an offer of securities
for sale or a solicitation of an offer to purchase securities in the United
States. The shares referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States
absent registration under the Securities Act or an available exemption from
such registration. The issuer of the shares does not intend to register any
portion of the offering in the United States or to conduct any public
offering of the shares in the United States.
    No Offer will be made in the United States of America
    The public tender offer referenced herein is not being made, directly
or indirectly, in or into the United States, or by use of the United States
mails, or by any means or instrumentality (including, without limitation,
the post, facsimile transmission, telex and telephone or electronic
transmission by way of the internet or otherwise) of United States
interstate or foreign commerce, or of any facility of a United States
national securities exchange, and the offer cannot be accepted by any such
use, means or instrumentality or from within the United States. Copies of
the offer prospectus or any related documents are not being mailed or
otherwise distributed or sent in or into the United States and persons
receiving such documents (including custodians, nominees and trustees) must
not distribute or send them in, into or from the United States and doing so
will render invalid any related purported acceptance of the offer.
    This communication is not an extension of the offer in the United
States.
    Note regarding forward-looking statements
    The information in this document may contain "forward-looking
statements." Forward-looking statements may be identified by words such as
"expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates", "will" or words of similar meaning and include, but are not
limited to, statements about the expected future business of Merck Serono
S.A. and of Merck KGaA resulting from the proposed transaction. These
statements are based on the current expectations of management of Merck
Serono S.A., Merck KGaA and E. Merck OHG, and are inherently subject to
uncertainties and changes in circumstances. Among the factors that could
cause actual results to differ materially from those described in the
forward-looking statements are factors relating to satisfaction of the
conditions to the proposed transaction, and changes in global, political,
economic, business, competitive, market and regulatory forces. Merck Serono
S.A., Merck KGaA and E. Merck OHG do not undertake any obligation to update
the forward-looking statements to reflect actual results, or any change in
events, conditions, assumptions or other factors.
    About Merck Serono
    Merck Serono is a global biotechnology leader, with sales in over 90
countries. The Company is the world leader in reproductive health, with
Gonal-f(R), Luveris(R) and Ovidrel(R)/Ovitrelle(R). It has strong market
positions in neurology, with Rebif(R), as well as in metabolism and growth,
with Saizen(R), Serostim(R) and Zorbtive(TM). The Company has recently
entered the psoriasis area with Raptiva(R). Merck Serono's research
programs are focused on growing these businesses and on establishing new
therapeutic areas, including oncology and autoimmune diseases.
    Bearer shares of Merck Serono S.A., the holding company, are traded on
the virt-x (SEO) and its American Depositary Shares are traded on the New
York Stock Exchange (SRA).
    References
    (1) The shareholders have approved amendments to the Company's Articles
of Association. The name of the Company was changed to Merck Serono S.A.
and other amendments related to corporate organizational issues were also
approved. The shareholders also appointed new Directors.
    Merck Serono
    9 Chemin des Mines
    1211 Geneva
    Switzerland
    http://www.merckserono.ch

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