Stockholders Pave the Way for Bayer Schering Pharma
14 September 2006 - 2:48PM
PR Newswire (US)
Extraordinary Stockholders' Meeting of Schering AG BERLIN,
September 14 /PRNewswire-FirstCall/ -- The Bayer Group has taken a
further important step toward the planned integration of Schering.
On Wednesday the Schering stockholders consented to the domination
and profit and loss transfer agreement with Bayer subsidiary Dritte
BV GmbH at an Extraordinary Stockholders' Meeting. Said Bayer
Management Board Chairman Werner Wenning: "Now the condition has
been fulfilled for integrating Schering as quickly as possible."
The stockholders also resolved on the name change from Schering AG
to "Bayer Schering Pharma Aktiengesellschaft" and elected new
stockholders' representatives to the Supervisory Board. At its
constituent meeting on Thursday, the Schering Supervisory Board
appointed Wenning its Chairman. It then appointed the Board of
Management of the future Bayer Schering Pharma AG and named Arthur
Higgins Chairman of the Board of Management. The domination and
profit and loss transfer agreement approved by the Extraordinary
Stockholders' Meeting still needs to be entered in the commercial
register. This will clear the way for the complete integration of
Schering into the Bayer Group. New Management Board Chairman
Higgins, who is also Management Board Chairman of Bayer HealthCare
AG, said he is confident about the prospects for the future Bayer
Schering Pharma AG: "We are convinced that together, Bayer and
Schering can be a leading player in the highly attractive specialty
pharmaceutical market." According to Higgins, the combined company
will be the world's seventh leading supplier of specialty
pharmaceuticals and the global number seven in the biotechnology
industry. Following the constituent meeting of the Supervisory
Board, a symbolic baton handover took place in Berlin in the
presence of Schering managers. The outgoing Schering Management
Board Chairman Dr. Hubertus Erlen presented his successor Higgins
with the historic title deed issued in 1864 for the first factory
on the current Schering site in Berlin. On Thursday Werner Baumann
and Dr. Gunnar Riemann from Bayer HealthCare were also appointed
new members of the Schering Board of Management, on which current
members Dr. Ulrich Kostlin and Professor Marc Rubin, MD will
continue to serve. The Schering Supervisory Board also appointed
Dr. Hubertus Erlen as one of its two vice chairmen. In addition,
the Extraordinary Stockholders' Meeting elected the following
stockholders' representatives to the Supervisory Board for the
first time: Professor Dr. Friedrich Berschauer, Chairman of the
Board of Management of Bayer CropScience AG; Dr. Roland Hartwig,
General Counsel of Bayer AG; Klaus Kuhn, Member of the Board of
Management of Bayer AG; and Achim Noack, Managing Director of Bayer
Technology Services GmbH. Existing Supervisory Board members Dr.
Karl-Hermann Baumann and Dr. Reiner Hagemann will continue to
serve, as will all the current employee representatives. 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, 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 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 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. Contact: Bayer AG:
Gunter Forneck, phone +49-214-30-50446 Email: Schering AG: Oliver
Renner, phone +49-30-468-12431 Email: Verena von Bassewitz, phone
+49-30-468-192206 Email: DATASOURCE: Schering AG CONTACT: Contact:
Bayer AG: Gunter Forneck, phone +49-214-30-50446, Email: . Schering
AG: Oliver Renner, phone +49-30-468-12431, Email: . Verena von
Bassewitz, phone +49-30-468-192206, Email:
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