BAYER, SCHERING MOVE FORWARD WITH INTEGRATION

The way is now clear for Schering AG to be integrated into the Bayer Group, Schering has announced. The management of Bayer Schering GmbH has resolved to execute the domination and profit and loss transfer agreement with Schering AG. "We plan to integrate the acquisition as quickly as possible, creating a leading global player in the specialty pharmaceuticals industry," Werner Wenning, chairman of Bayer's management board, said.

The domination and profit and loss transfer agreement was entered in the commercial register on Oct. 27. Pursuant to this agreement, Bayer Schering GmbH is offering the outside stockholders of Schering AG cash compensation of 89.36 euros per share. The amount of the offer corresponds to the weighted average price of Schering stock over the three-month period immediately preceding the extraordinary stockholders' meeting on Sept. 13. Schering stockholders who choose not to sell their shares will receive an annual guaranteed dividend of 3.62 euros (net) per share.

Dritte BV GmbH had previously been renamed Bayer Schering GmbH. The Bayer Group holds its shares in Schering AG through this wholly owned subsidiary. The company plans to apply in December to rename Schering AG as Bayer Schering Pharma AG to be entered in the commercial register.