Go-ahead for Schering's integration into the Bayer Group

EUR 89.36 cash compensation offer to Schering's outside stockholders


The way is now clear for Schering AG to be integrated into the Bayer Group. The management of Bayer Schering GmbH (formerly Dritte BV GmbH) has resolved to execute the domination and profit and loss transfer agreement with Schering AG. "This is a milestone along the road to integrating Schering into the Bayer organization," commented Bayer AG Management Board Chairman Werner Wenning. "We plan to integrate the acquisition as quickly as possible, creating a leading global player in the specialty pharmaceuticals industry."

The domination and profit and loss transfer agreement was entered in the commercial register on October 27, 2006. Pursuant to this agreement, Bayer Schering GmbH is offering the outside stockholders of Schering AG cash compensation of EUR 89.36 per share. The amount of the offer corresponds to the weighted average price of Schering stock over the three-month period immediately preceding the Extraordinary Stockholders' Meeting of September 13, 2006, including the price on September 13 itself. Further details regarding the cash compensation offer will be announced in the near future. Schering stockholders who choose not to sell their shares will receive an annual guaranteed dividend of EUR 3.62 (net) per share.

Dritte BV GmbH had previously been renamed "Bayer Schering GmbH." The Bayer Group holds its shares in Schering AG through this wholly owned subsidiary. It is planned to apply in December for the renaming of Schering AG to "Bayer Schering Pharma AG" to be entered in the commercial register.

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