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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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05.12.2006
Bayer Schering GmbH, Leverkusen (formerly Dritte BV GmbH) today informed the
Management Board of Schering AG that the cash compensation for the requested
transfer of the shares of Schering’s minority shareholders (squeeze-out) has
been determined as EUR 98.98 per Schering share.
The amount of the cash payment is equivalent to the present value of the annual
guaranteed dividend payments as at January 17, 2007, amounting to EUR 3.62 net
per Schering share, to which Schering’s minority shareholders are entitled in
the future under the domination and profit and loss transfer agreement. The cash
compensation that has been determined is higher than the compensation of EUR
89.36 per share offered by Bayer Schering GmbH to the remaining Schering
shareholders pursuant to the domination and profit and loss agreement. According
to Bayer Schering GmbH, this difference is mainly due to a decline in capital
market returns that has occurred since September 13, 2006, the reference date
for the valuation underlying the compensation offer.
The squeeze-out requires the approval of the Extraordinary Shareholders’ Meeting
of Schering AG, which will take place in Berlin on January 17, 2007, as decided
by Schering’s Management Board.
Important information from Bayer AG:
This is neither an offer to purchase nor a solicitation of an offer to sell
shares or American depositary shares of Schering AG. Bayer Schering GmbH
(formerly Dritte BV GmbH) has filed a tender offer statement with the U.S.
Securities and Exchange Commission (SEC) with respect to the mandatory
compensation offer on November 30, 2006, the time of commencement of the
mandatory compensation offer. Simultaneously Schering AG has filed a
solicitation/recommendation statement on Schedule 14D-9 with the SEC with
respect to the mandatory compensation offer. Investors and holders of shares and
American depositary shares of Schering AG are strongly advised to read the
tender offer statement and other relevant documents regarding the mandatory
compensation offer that have been filed or will be filed with the SEC because
they contain important information. Investors and holders of shares and American
depositary shares of Schering AG will be able to receive these documents free of
charge at the SEC’s web site (http://www.sec.gov), or at the web site
http://www.bayer.de.
These documents and information contain forward-looking statements based on
assumptions and forecasts made by Bayer Group management as of the respective
dates of such documents. Various known and unknown risks, uncertainties and
other factors could lead to material differences between the actual future
results, financial situation, development or performance of the Bayer Group
and/or Schering AG and the estimates contained in these documents and to
differences between actions taken by the Bayer Group with respect to its
investment in Schering AG and the intentions described in these documents. These
factors include those discussed in reports filed with the Frankfurt Stock
Exchange and in our reports filed with the U.S. Securities and Exchange
Commission (incl. on Form 20-F). All forward-looking statements in these
documents are made as of the dates thereof, based on information available to us
as of the dates thereof. Except as otherwise required by law, we assume no
obligation to update or revise any forward-looking statement to reflect new
information, events or circumstances after the applicable dates thereof.
Important information from Schering AG:
Schering Aktiengesellschaft has filed a solicitation/recommendation statement
with the U.S. Securities and Exchange Commission with respect to the offer of
cash compensation by Bayer Schering GmbH (formerly Dritte BV GmbH), a wholly
owned subsidiary of Bayer Aktiengesellschaft, in connection with the domination
and profit and loss transfer agreement between Bayer Schering GmbH and Schering
Aktiengesellschaft. Holders of ordinary shares and American depositary shares of
Schering Aktiengesellschaft are advised to read such solicitation/recommendation
statement because it contains important information. Holders of ordinary shares
and American depositary shares of Schering Aktiengesellschaft may obtain such
solicitation/recommendation statement and other filed documents free of charge
at the U.S. Securities and Exchange Commission's website (http://www.sec.gov)
and at Schering Aktiengesellschaft's website (http://www.schering.de).
Further inquiry note:
Oliver Renner
Head Corporate Business Communication
Tel.: +49 (0)30 468 12431
Fax: +49 (0)30 468 16646
E-Mail: oliver.renner@schering.de
end of announcement euro adhoc 05.12.2006 12:50:20
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emitter: Schering AG
Müllerstrasse 178
D-13353 Berlin
phone: +49 (0)30 468 1111
FAX: +49 (0)30 468 15305
mail: investor.relations@schering.de
WWW: www.schering.de
ISIN: DE0007172009
indexes: CDAX, Prime All Share, Classic All Share
stockmarkets: regulated dealing: Baden-Württembergische Wertpapierbörse,
Niedersächsische Börse zu Hannover, ADR: New York, official
dealing/prime standard: Frankfurter Wertpapierbörse, official
dealing: Börse Berlin-Bremen, Hamburger Wertpapierbörse, Börse
Düsseldorf, Bayerische Börse
sector: Pharmaceuticals
language: English
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