Bayer Determines EUR 98.98 as Cash Compensation per Schering Share
December 05 2006 - 7:25AM
PR Newswire (US)
Squeeze-out of Schering's Minority Shareholders BERLIN and
LEVERKUSEN, Germany, December 5 /PRNewswire-FirstCall/ -- Bayer
plans to acquire the remaining outstanding shares of Schering AG -
(NYSE:SHR) just under four percent of the share capital - by means
of a squeeze-out. Employing this legally defined procedure, it is
intended to pass a resolution at a shareholders' meeting to exclude
Schering's minority shareholders from the company in return for
adequate cash compensation. Their shares would then be transferred
to the main shareholder, Bayer Schering GmbH. The squeeze-out
resolution will be proposed to an Extraordinary Shareholders'
Meeting of Schering AG to be held in Berlin on January 17, 2007.
The notice of the meeting, which was approved today by Schering's
Management Board and Supervisory Board, will be published shortly.
With the assistance of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Bayer has
determined the adequate cash compensation as EUR 98.98 per Schering
share. This amount has been confirmed as adequate by Dr. Ebner, Dr.
Stolz & Partner GmbH, the expert auditor chosen and appointed
by the court. The amount of the cash compensation is equivalent to
the present value of the annual guaranteed dividend payments as
determined by KPMG in September this year, amounting to EUR 3.62
net per share, to which Schering's minority shareholders are
entitled in the future under the domination and profit and loss
transfer agreement. However, the cash compensation that has now
been determined is higher than the compensation offer of EUR 89.36
per share announced pursuant to the domination and profit and loss
transfer agreement, mainly because of the decline in capital market
returns that has occurred since September 13, 2006. 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. Bayer Schering GmbH (formerly Dritte BV
GmbH) has filed a tender offer statement with the U.S. Securities
and Exchange Commission (SEC) with respect to the mandatory
compensation offer on November 30, 2006, the time of commencement
of the mandatory compensation offer. Simultaneously Schering AG has
filed a solicitation/recommendation statement on Schedule 14D-9
with the SEC with respect to 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 that have been filed or will be filed with the SEC because
they contain important information. Investors and holders of shares
and American depositary shares of Schering AG will be able to
receive these documents free of charge at the SEC's web site
(http://www.sec.gov/), or at the web site http://www.bayer.de/.
These documents and information contain forward-looking statements
based on assumptions and forecasts made by Bayer Group management
as of the respective dates of such documents. 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 Bayer Group and/or
Schering AG and the estimates contained in these documents and to
differences between actions taken by the Bayer Group with respect
to its investment in Schering AG and the intentions described in
these documents. These factors include those discussed in reports
filed with the Frankfurt Stock Exchange and in our reports filed
with the U.S. Securities and Exchange Commission (incl. on Form
20-F). All forward-looking statements in these documents are made
as of the dates thereof, based on information available to us as of
the dates thereof. Except as otherwise required by law, we assume
no obligation to update or revise any forward-looking statement to
reflect new information, events or circumstances after the
applicable dates thereof. Important information from Schering AG:
Schering Aktiengesellschaft has filed a solicitation/recommendation
statement with the U.S. Securities and Exchange Commission with
respect to the 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 and
Schering Aktiengesellschaft. Holders of ordinary shares and
American depositary shares of Schering Aktiengesellschaft are
advised to read such solicitation/recommendation statement because
it contains important information. Holders of ordinary shares and
American depositary shares of Schering Aktiengesellschaft may
obtain such solicitation/recommendation statement and other filed
documents 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/). 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: DATASOURCE: Schering AG CONTACT:
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:
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