KPMG Values Schering AG Share at EUR 87.63
26 Juli 2006 - 8:46PM
PR Newswire (US)
Bayer Offers Compensation of EUR 89.00 per Schering AG Share
BERLIN, July 26 /PRNewswire-FirstCall/ -- Schering AG, Germany
(FSE: SCH, NYSE: SHR) announced today that, in connection with the
takeover of Schering AG, Berlin, Germany, by the Bayer Group, a
domination and profit and loss transfer agreement between Dritte BV
GmbH as the controlling company and Schering AG as the dependent
company is to be proposed for approval at an Extraordinary General
Meeting of Schering AG planned for September 2006. In this regard,
the Executive Boards of Schering AG and Bayer AG as well as the
management of Dritte BV GmbH have instructed KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft with the valuation of Schering AG.
KPMG has today informed the Executive Board of Schering AG that,
upon completion of their valuation work, the value of Schering AG
amounts to EUR 16.723 billion. This is equivalent to a value of EUR
87.63 per share. This value is above the volume-weighted average
share price of the past three months and represents an appropriate
compensation payment in the view of KPMG. According to KPMG, fair
compensation for future omitted dividend amounts to EUR 3.62 per
share. KPMG based its valuation on the principles of the Standard
S1 of the Institute of Chartered Accountants for the implementation
of company valuations (IDW S1). KPMG has already taken into account
the results of Schering AG as per June 30, 2006. The Executive
Board of Bayer AG has nonetheless offered to the Executive Board of
Schering AG to agree on a compensation payment of EUR 89.00 per
share in the domination and profit and loss transfer agreement. As
compensation for future omitted dividend, the guaranteed dividend
in the amount of EUR 3.62 as determined by KPMG shall be provided
for. The Executive Board and the Supervisory Board of Schering AG
will examine the Bayer offer and the KPMG report and will decide on
the domination and profit and loss transfer agreement over the next
few days. 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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