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Bayer Schering Pharma AG
Squeeze-out of minority stockholders takes effect / Cash compensation of EUR 98.98 per share will be paid
Leverkusen, September 25, 2008 - Bayer is now the sole owner of Bayer Schering
Pharma AG, Berlin, Germany. The resolution passed by the Extraordinary
Stockholders' Meeting of Bayer Schering Pharma AG on January 17, 2007
concerning the transfer of the shares held by that company's minority
stockholders to Bayer Schering GmbH, Leverkusen, against appropriate cash
compensation of EUR 98.98 per share was entered today in the Commercial
Register of the Local Court of Berlin-Charlottenburg. The "squeeze-out," or
exclusion, of the minority stockholders has thus become effective.
With the entry of the transfer resolution in the Commercial Register, all the
shares held by the minority stockholders of Bayer Schering Pharma AG have
passed by operation of law to Bayer Schering GmbH, a wholly owned subsidiary of
Bayer AG. Thus these shares now confer only an entitlement to the
above-mentioned cash compensation. The shares of Bayer Schering Pharma AG will
shortly be delisted from the stock exchange.
The entry in the Commercial Register was preceded by a decision of the High
Court (Kammergericht) that the lawsuits seeking to set aside the squeeze-out
resolution or have it declared null and void do not impede its enforcement. The
decision does not, however, terminate the principal litigation.
Bayer made a public takeover offer to the stockholders of Schering AG, Berlin,
Germany, in April 2006. The company has been fully consolidated in the
financial statements of the Bayer Group since June 23, 2006. Most recently,
Bayer held 96.3 percent of the company, which has since been renamed Bayer
Schering Pharma AG.
The Bayer Group is a global enterprise with core competencies in the fields of
health care, nutrition and high-tech materials. Bayer HealthCare, a subsidiary
of Bayer AG, is one of the world's leading, innovative companies in the
healthcare and medical products industry and is based in Leverkusen, Germany.
The company combines the global activities of the Animal Health, Consumer Care,
Diabetes Care and Pharmaceuticals divisions. The pharmaceuticals business
operates under the name Bayer Schering Pharma. Bayer HealthCare's aim is to
discover and manufacture products that will improve human and animal health
worldwide. Find more information at www.bayerhealthcare.com.
Bayer Schering Pharma is a worldwide leading specialty pharmaceutical company.
Its research and business activities are focused on the following areas:
Diagnostic Imaging, General Medicine, Specialty Medicine and Women's
Healthcare. With innovative products, Bayer Schering Pharma aims for leading
positions in specialized markets worldwide. Using new ideas, Bayer Schering
Pharma aims to make a contribution to medical progress and strives to improve
the quality of life. Find more information at www.bayerscheringpharma.de.
For more information, go to www.bayer.com