Bayer AG May Purchase Schering Shares in Open Market or Privately Negotiated Transactions at Prices Above Offer Price

14-Jun-2006

Bayer Aktiengesellschaft announced that Dritte BV GmbH (the "Bidder") had purchased an additional 530,417 bearer shares with no par value (the "Shares") of Schering Aktiengesellschaft ("Schering") at EUR 86.00 per Share on June 12, 2006 in open market or privately negotiated transactions and may continue to purchase Shares in such transactions. As of 15:00 hours Frankfurt time / 9:00 a.m. New York City time on June 12, 2006, the Bidder held 45,321,928 Shares (23.36% of the nominal capital and voting rights of Schering).

Bayer AG, the Bidder or persons acting on their behalf may acquire Shares (but not American Depositary Shares ("ADSs") of Schering) in open market or privately negotiated transactions outside the United States. If any such purchases are made at prices above the tender offer price of EUR 86.00 per Share then, by operation of German law, the Bidder will automatically be obligated to pay the highest such price for all Shares it acquires in the tender offer, including all Shares represented by ADSs. Whether or not the offer price is increased by reason of such purchases, the Offer will expire on June 14, 2006 at 24:00 hours Frankfurt time / 6:00 p.m. New York City time. No assurance can be made that any purchases will be made or, if such purchases are made, as to the prices thereof.

If the Bidder, Bayer AG or any person acting on their behalf acquires any Shares outside the Offer in open market or privately negotiated transactions (whether at, above or below EUR 86.00 per Share), Bayer AG will disclose the number of Shares acquired, the highest price paid per Share and, if applicable, the increased offer price in the United States at approximately the same time such disclosure is made in Germany in accordance with German law. Among other things, information regarding such purchases will be published in the Borsen-Zeitung each morning in accordance with German law and posted on Bayer AG's website. Such information will also be disclosed by press release in the United States prior to the opening of the New York Stock Exchange on any given day and an amendment to Schedule TO will be filed with the Securities and Exchange Commission.

https://www.chemeurope.com/en/news/55537/bayer-ag-may-purchase-schering-shares-in-open-market-or-privately-negotiated-transactions-at-prices-above-offer-price.html