NYSE Suspends Trading in Schering ADRs
24 November 2006 - 6:25PM
PR Newswire (US)
NEW YORK and BERLIN and LEVERKUSEN, Germany, November 24
/PRNewswire-FirstCall/ -- The New York Stock Exchange (NYSE) has
decided to suspend trading in Schering American Depositary Receipts
(ADRs), ticker symbol SHR (NYSE:SHR), and transfer them to the open
market. The NYSE is taking this action in light of the small number
of outstanding Schering shares and ADRs following the acquisition
of more than 95 percent of the company by Bayer AG. It also plans
to apply to the U.S. Securities and Exchange Commission (SEC) for
Schering to be delisted in the United States. Schering's reporting
obligations toward the SEC remain unaffected. The NYSE normally
suspends trading in a stock if the number of outstanding securities
falls below 600,000. On November 23, 2006, only about 518,000
outstanding ADRs remained in circulation. fo (2006-0653E) 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: 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. Schering
Aktiengesellschaft DATASOURCE: Schering Aktiengesellschaft CONTACT:
Contact: Bayer AG: Gunter Forneck, phone +49-214-30-50446, Email: .
Christian Hartel, phone +49-214-30-47686m Email: . Schering AG:
Oliver Renner, phone +49-30-468-12431m Email:
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