Bayer Offer Remains Unchanged Despite Voluntary Ultravist(R) Injection 370 mgI/ml Recall and Insufficient Results of Clinical P
31 Juli 2006 - 4:20PM
PR Newswire (US)
Executive Board of Schering AG has Decided to Accept Bayer's Offer
of a Cash Compensation of EUR 89.00 per Share With the Alternative
of a Guaranteed Annual Dividend of EUR 3.62 (net) per Share BERLIN,
July 31 /PRNewswire-FirstCall/ -- The Executive Board of Schering
AG (NYSE:SHR) announced today that it cannot exclude that the
voluntary recall of Ultravist 370 mgI/ml as well as the
insufficient results of the clinical phase III trial with
sargramostim will slightly depress the company's value. On the
current information basis it was not possible to evaluate and
quantify negative impacts resulting from sargramostim clinical
trials results. With respect to the recall of Ultravist 370 mgI/ml
KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, who was instructed parallel to the
evaluation process at Schering, came in a first indicative
assessment to the conclusion that the recall may have a negative
impact on the company's value in the amount of EUR 0.74 per
Schering share. In connection with the planned domination and
profit and loss transfer agreement between Bayer subsidiary Dritte
BV GmbH and Schering AG jointly instructed appraiser KPMG had
informed the Executive Board of Schering AG on July 26, 2006 that
the value per Schering share amounted to EUR 87.63 (equivalent to a
total value of Schering AG of EUR 16.723 billion). The valuation
was based on the principles of the Standard S1 of the Institute of
Chartered Accountants for the implementation of company valuations
(IDW S1). On the basis of the KPMG valuation Bayer AG had offered
to Schering AG to agree on a compensation payment of EUR 89.00 and
a guaranteed dividend in the amount of EUR 3.62 (net) per share
under the domination and profit and loss transfer agreement. The
Executive Board of Bayer AG informed Schering AG today that this
offer remains unchanged despite the recall of Ultravist 370 mgI/ml
and the sargramostim clinical trial results. Executive Board of
Schering has decided to accept the Bayer offer and, subject to
approval of the Schering Supervisory Board, to enter into the
domination and profit and loss transfer agreement Schering AG is a
research-based pharmaceutical company. Its activities are focused
on four business areas: Gynecology&Andrology, Oncology,
Diagnostic Imaging as well as Specialized Therapeutics for
disabling diseases. As a global player with innovative products,
Schering AG aims for leading positions in specialized markets
worldwide. With in-house R&D and supported by an excellent
global network of external partners, Schering AG is securing a
promising product pipeline. Using new ideas, Schering AG aims to
make a recognized contribution to medical progress and strives to
improve the quality of life: making medicine work This press
release has been published by Corporate Communication of Schering
AG, Berlin, Germany. Your contacts at Corporate Communication:
Media Relations: Oliver Renner, T: +49-30-468-124-31, Media
Relations: Verena von Bassewitz, T: +49-30-468-19-22-06, Investor
Relations: Dr. Jost Reinhard, T: +49-30-468-150-62, Find additional
information at: www.schering.de/eng Legal Instruction After the
proposed offer of cash compensation by Dritte BV GmbH, a wholly
owned subsidiary of Bayer Aktiengesellschaft, in connection with
the planned 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: Your contacts at Corporate Communication: Media
Relations: Oliver Renner, T: +49-30-468-124-31, . Media Relations:
Verena von Bassewitz, T: +49-30-468-19-22-06, . Investor Relations:
Dr. Jost Reinhard, T: +49-30-468-150-62,
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