euro adhoc: Schering AG / Mergers - Acquisitions - Takeovers / Bayer determines cash compensation for Schering squeeze-out

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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05.12.2006

Bayer Schering GmbH, Leverkusen (formerly Dritte BV GmbH) today
informed the Management Board of Schering AG that the cash
compensation for the requested transfer of the shares of Schering’s
minority shareholders (squeeze-out) has been determined as EUR 98.98
per Schering share.

The amount of the cash payment is equivalent to the present value of
the annual guaranteed dividend payments as at January 17, 2007,
amounting to EUR 3.62 net per Schering share, to which Schering’s
minority shareholders are entitled in the future under the domination
and profit and loss transfer agreement. The cash compensation that
has been determined is higher than the compensation of EUR 89.36 per
share offered by Bayer Schering GmbH to the remaining Schering
shareholders pursuant to the domination and profit and loss
agreement. According to Bayer Schering GmbH, this difference is
mainly due to a decline in capital market returns that has occurred
since September 13, 2006, the reference date for the valuation
underlying the compensation offer.

The squeeze-out requires the approval of the Extraordinary
Shareholders’ Meeting of Schering AG, which will take place in Berlin
on January 17, 2007, as decided by Schering’s Management Board.

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).

end of announcement euro adhoc 05.12.2006 12:50:20
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ots Originaltext: Schering Aktiengesellschaft
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Oliver Renner
Head Corporate Business Communication
Tel.: +49 (0)30 468 12431
Fax: +49 (0)30 468 16646
E-Mail: oliver.renner@schering.de

Branche: Pharmaceuticals
ISIN: DE0007172009
WKN: 717200
Index: CDAX, Prime All Share, Classic All Share
Börsen: Baden-Württembergische Wertpapierbörse / regulated dealing
Niedersächsische Börse zu Hannover / regulated dealing
New York / ADR
Frankfurter Wertpapierbörse / official dealing/prime standard
Börse Berlin-Bremen / official dealing
Hamburger Wertpapierbörse / official dealing
Börse Düsseldorf / official dealing
Bayerische Börse / official dealing


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