Executive Board and Supervisory Board recommend acceptance of Bayer offer for takeover of Schering AG
The Executive Board and the Supervisory Board of Schering AG, Germany announced in a joint opinion that, following the assessment of the offer document, they look upon the formal takeover offer of Bayer AG published on April 13, 2006 favorably and recommend to the shareholders of Schering AG to accept the offer. Bayer has offered to acquire all shares of Schering AG at a price of EUR 86 per share in cash.
The Executive Board and the Supervisory Board of Schering AG have based their decision on the consideration that the offer price comprises a premium over the recent and historical market prices of Schering AG shares and reflects in a fair way the potential and future perspectives of the Schering Group. This assessment is supported by the fairness opinions provided by the investment banks Morgan Stanley and Dresdner Kleinwort Wasserstein and was confirmed by BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungs-gesellschaft.
Furthermore, the pharmaceutical businesses of Bayer AG and Schering AG are complementary and follow the same strategy with a focus on specialty healthcare products. Joining forces will form an important pharmaceutical company which will be in an even better position to compete in the global market.
Moreover, the executive boards of both companies agreed to share any staff reductions in a fair and balanced way and to carry them out in a socially responsible manner. The headquarters of the combined pharmaceutical business which will operate in Germany under the company name "Bayer-Schering-Pharma" and will be established in Berlin, Germany.
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