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May 24, 2007
Important information from Bayer AG
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 Bayer Schering Pharma AG (formerly
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 cash compensation offer on November 30, 2006, the
time of commencement of the mandatory cash compensation offer.
Simultaneously Bayer Schering Pharma AG (formerly Schering AG) has
filed a solicitation/recommendation statement on Schedule 14D-9 with the
SEC with respect to the mandatory cash compensation offer.
Investors and holders of shares and American depositary shares
of Bayer Schering Pharma AG (formerly Schering AG) are
strongly advised to read the tender offer statement and
all other documents regarding the mandatory cash compensation offer
that have been filed or will in the future
be filed with the SEC because they contain important
information. Investors and holders of shares and American depositary
shares of Bayer Schering Pharma AG (formerly Schering AG)
may access these documents free of charge on the
website of the SEC (http://www.sec.gov) or on the website
http://www.bayer.de.
These documents and information contain 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
results, financial situation, development or performance of the Bayer
Group and/or Bayer Schering Pharma AG (formerly Schering AG)
and the decisions taken by the Bayer Group with
respect to its investment in Bayer Schering Pharma AG
(formerly Schering AG), and the estimates and intentions described
here. These factors include those discussed in reports filed
with the Frankfurt Stock Exchange and with the U.S.
Securities and Exchange Commission (incl. on Form 20-F). All
forward-looking statements are, in each case, based on information
available to us as of the date it is
made and except as otherwise required by law, we
assume no obligation to update any forward-looking statement or
to revise it to reflect new or later known
information, circumstances or facts.
Important information from Bayer Schering Pharma
AG (formerly Schering AG):
Bayer Schering Pharma AG (formerly
Schering AG) has filed a solicitation/recommendation statement on Schedule
14D-9 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 AG, in connection with the domination and
profit and loss transfer agreement between Bayer Schering GmbH
and Bayer Schering Pharma AG (formerly Schering AG). Shareholders
of Bayer Schering Pharma AG (formerly Schering AG) and
holders of American depositary shares of Bayer Schering Pharma
AG (formerly Schering AG) are advised to read this
solicitation/recommendation statement carefully because it contains important information. Shareholders
and holders of American depositary shares of Bayer Schering
Pharma AG (formerly Schering AG) may obtain this solicitation/recommendation
statement and other filed documents free of charge on
the website of the U.S. Securities and Exchange Commission
(http://www.sec.gov) and on the website of Bayer Schering Pharma
AG (formerly Schering AG) (http://www.schering.de).
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