Go-Ahead for Schering's Integration Into the Bayer Group
08 November 2006 - 5:54PM
PR Newswire (US)
EUR 89.36 Cash Compensation Offer to Schering's Outside
Stockholders BERLIN and LEVERKUSEN, Germany, November 8
/PRNewswire-FirstCall/ -- The way is now clear for Schering AG
(NYSE:SHR) 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. 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, Bayer
Schering GmbH (formerly 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 Bayer Schering GmbH
(formerly 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 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 (formerly 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. Contact: Bayer AG:
Gunter Forneck, phone +49-214-30-50446 Email: Christian Hartel,
phone +49-214-30-47686 Email: Schering AG: Oliver Renner, phone
+49-30-468-12431 Email: DATASOURCE: Schering AG CONTACT: Bayer AG:
Gunter Forneck, phone +49-214-30-50446, Email: ; Christian Hartel,
phone +49-214-30-47686, Email: . Schering AG: Oliver Renner, phone
+49-30-468-12431, Email:
Copyright
Schering Aktiengesel (NYSE:SHR)
Historical Stock Chart
From Sep 2024 to Oct 2024
Schering Aktiengesel (NYSE:SHR)
Historical Stock Chart
From Oct 2023 to Oct 2024
Real-Time news about Bank of America Corp. Strategic Accelerated Redemption Securities Linked TO The S&P 500 Index (New York Stock Exchange): 0 recent articles
More Schering Aktiengesel News Articles