Entry in the Commercial Register - Agreement Between Bayer and Schering in Force - Resolution of Schering Extraordinary Stockhol
31 October 2006 - 6:10AM
PR Newswire (US)
BERLIN and LEVERKUSEN, Germany, October 30 /PRNewswire-FirstCall/
-- Following the consent of the Extraordinary Stockholders' Meeting
of Schering AG (NYSE:SHR) on September 13, 2006 to the domination
and profit and loss transfer agreement with Bayer subsidiary Dritte
BV GmbH, the agreement became effective on October 27, 2006 through
its entry in the commercial register. An important condition for
Schering's complete integration into the Bayer Group has thus been
met. Details of the cash compensation to be offered to Schering's
outside stockholders under the agreement are to be announced
shortly. Berlin/Leverkusen, October 30, 2006 ha (2006-0590E)
Contact: Bayer AG: Christian Hartel, phone +49-214-30-47686 Email:
Schering AG: Oliver Renner, phone +49-30-468-12431 Email: 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. At the time of commencement of the mandatory
compensation offer, Dritte BV GmbH will file a tender offer
statement with the U.S. Securities and Exchange Commission (SEC)
with respect to the mandatory compensation offer and Schering AG
will file a solicitation/recommendation statement on Schedule 14D-9
with the SEC in respect of 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 filed with the SEC when they become available because they
will contain important information. Investors and holders of shares
and American depositary shares of Schering AG will be able to
receive these documents when they become available free of charge
at the SEC's website (http://www.sec.gov/), or at the website
http://www.bayer.de/. This news release contains certain
forward-looking statements based on current assumptions and
forecasts made by Bayer Group management. 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 company and the estimates given
here. These factors include those discussed in our reports files
with the Frankfurt Stock Exchange and our reports filed with the
SEC (incl. on Form 20-F). Bayer AG and Dritte BV GmbH do not assume
any liability whatsoever to update these forward-looking statements
or to conform them to future events or developments. Important
information from Schering AG: Legal Instruction After the proposed
offer of cash compensation by Dritte BV GmbH, a wholly owned
subsidiary of Bayer Aktiengesellschaft, in connection with the
domination and profit and loss transfer agreement between Dritte BV
GmbH and Schering Aktiengesellschaft, is made available to Schering
Aktiengesellschaft shareholders, Schering Aktiengesellschaft will
file with the U.S. Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer of cash compensation. Holders of ordinary
shares and American depositary shares of Schering
Aktiengesellschaft are advised to read such
solicitation/recommendation statement when it becomes available
because it will contain important information. Holders of ordinary
shares and American depositary shares of Schering
Aktiengesellschaft will be able to obtain such
solicitation/recommendation statement and other filed documents
when they become available 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/).
Certain statements in this press release that are neither reported
financial results nor other historical information are
forward-looking statements, including but not limited to,
statements that are predictions of or indicate future events,
trends, plans or objectives. Undue reliance should not be placed on
such statements because, by their nature, they are subject to known
and unknown risks and uncertainties and can be affected by other
factors that could cause actual results and Schering AG's plans and
objectives to differ materially from those expressed or implied in
the forward-looking statements. Certain factors that may cause such
differences are discussed in our Form 20-F and Form 6-K reports
filed with the U.S. Securities and Exchange Commission. Schering AG
undertakes no obligation to update publicly or revise any of these
forward-looking statements, whether to reflect new information or
future events or circumstances or otherwise. DATASOURCE: Schering
AG CONTACT: Contact: Bayer AG: Christian Hartel, phone
+49-214-30-47686, Email: , Schering AG: Oliver Renner, phone
+49-30-468-12431, Email:
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