Extraordinary Stockholders' Meeting of Schering AG on September 13, 2006: Schering's Stockholders to Resolve on Domination and
August 04 2006 - 4:15AM
PR Newswire (US)
Election of New Investor Representatives to the Supervisory Board
BERLIN and LEVERKUSEN, Germany, August 4 /PRNewswire-FirstCall/ --
Schering AG has invited its stockholders to attend an Extraordinary
Stockholders Meeting in Berlin, Germany, on September 13, 2006. The
agenda includes obtaining the stockholders' approval of the
domination and profit and loss transfer agreement with Bayer's
subsidiary Dritte BV GmbH, which has now been signed by both
companies. In addition, the Stockholders' Meeting will be asked to
elect new members to the Supervisory Board to reflect the altered
majority situation at Schering. Bayer currently holds more than 92
percent of the stock of the Berlin-based pharmaceuticals company.
Furthermore, the stockholders will be asked to resolve on the
announced renaming of the company to "Bayer Schering Pharma
Aktiengesellschaft". "This Extraordinary Stockholders' Meeting is a
significant step toward integrating Schering into the Bayer Group,"
explained Bayer CEO Werner Wenning. "Our goal is to make the future
Bayer Schering Pharma a strong company that ranks among the top ten
pharmaceuticals specialists in the world." Dr. Hubertus Erlen,
Chairman of the Executive Board of Schering AG, said: "Together
with Bayer, we aim to build a leading global pharmaceuticals
company that unites the strengths of both organizations. Our
competitive strength in specialized markets represents a solid
foundation for the future success of Bayer Schering Pharma." The
following candidates have been proposed for election to the
Schering Supervisory Board: Prof. Friedrich Berschauer, Management
Board Chairman of Bayer CropScience AG; Dr. Hubertus Erlen,
Chairman of the Executive Board of Schering AG; Dr. Roland Hartwig,
General Counsel of Bayer AG; Klaus Kuhn, Management Board member of
Bayer AG; Achim Noack, Managing Director of Bayer Technology
Services GmbH; Werner Wenning, Management Board Chairman of Bayer
AG. Existing Supervisory Board members Dr. Karl-Hermann Baumann and
Dr. Reiner Hagemann will remain in office. However, Dr. Giuseppe
Vita, Dr. Mathias Dopfner, Prof. John A. Dormandy, Prof. Dr. Dieter
Hinzen, Dr. h. c. Martin Kohlhaussen and Detlef Olufs will resign
with effect from the end of the Extraordinary Stockholders'
Meeting. It is intended to propose Werner Wenning as Chairman of
the new Supervisory Board and Dr. Hubertus Erlen as one of the two
deputy chairmen. There is to be no change to the employee
representatives in the Schering Supervisory Board. Following the
Extraordinary General Meeting, the Supervisory Board is to appoint
the new Schering Management Board. It is proposed that this body
should comprise: Arthur Higgins (Chairman), Management Board
Chairman of Bayer HealthCare AG; Werner Baumann, Management Board
member of Bayer HealthCare AG; Dr. Ulrich Kostlin, Executive Board
member of Schering AG; Dr. Gunnar Riemann, Management Board member
of Bayer HealthCare AG; Prof. Marc Rubin, MD, Executive Board
member of Schering AG. The remaining members of the present
Executive Board of Schering AG will resign their posts with effect
from the end of the Extraordinary Stockholders' Meeting.
Information for Editors: The full invitation to the Extraordinary
Stockholders' Meeting, the text of the domination and profit and
loss transfer agreement, and other pertinent documents will be
available on the Internet at http://www.schering.de/. 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. At the time of commencement of the mandatory
compensation offer, Dritte BV GmbH will file a tender offer
statement with the U.S. Securities and Exchange Commission (SEC)
with respect to the mandatory compensation offer and Schering AG
will file a solicitation/recommendation statement on Schedule 14D-9
with the SEC in respect of 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 filed with the SEC when they become available because they
will contain important information. Investors and holders of shares
and American depositary shares of Schering AG will be able to
receive these documents when they become available free of charge
at the SEC's website (http://www.sec.gov/), or at the website
http://www.bayer.de/. This news release contains certain
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 future results, financial situation,
development or performance of the company and the estimates given
here. These factors include those discussed in our reports files
with the Frankfurt Stock Exchange and our reports filed with the
SEC (incl. on Form 20-F). Bayer AG and Dritte BV GmbH do not assume
any liability whatsoever to update these forward-looking statements
or to conform them to future events or developments. Important
information from Schering AG: Legal Instruction After the proposed
offer of cash compensation by Dritte BV GmbH, a wholly owned
subsidiary of Bayer Aktiengesellschaft, in connection with the
planned domination and profit and loss transfer agreement between
Dritte BV GmbH and Schering Aktiengesellschaft, is made available
to Schering Aktiengesellschaft shareholders, Schering
Aktiengesellschaft will file with the U.S. Securities and Exchange
Commission a solicitation/recommendation statement on Schedule
14D-9 with respect to the offer of cash compensation. Holders of
ordinary shares and American depositary shares of Schering
Aktiengesellschaft are advised to read such
solicitation/recommendation statement when it becomes available
because it will contain important information. Holders of ordinary
shares and American depositary shares of Schering
Aktiengesellschaft will be able to obtain such
solicitation/recommendation statement and other filed documents
when they become available 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/).
Certain statements in this press release that are neither reported
financial results nor other historical information are
forward-looking statements, including but not limited to,
statements that are predictions of or indicate future events,
trends, plans or objectives. Undue reliance should not be placed on
such statements because, by their nature, they are subject to known
and unknown risks and uncertainties and can be affected by other
factors that could cause actual results and Schering AG's plans and
objectives to differ materially from those expressed or implied in
the forward-looking statements. Certain factors that may cause such
differences are discussed in our Form 20-F and Form 6-K reports
filed with the U.S. Securities and Exchange Commission. Schering AG
undertakes no obligation to update publicly or revise any of these
forward-looking statements, whether to reflect new information or
future events or circumstances or otherwise. Your contacts: Bayer
AG: Gunter Forneck, Tel.: +49-214-30-50446 E-mail: Christian
Hartel, Tel.: +49-214-30-47686 E-mail: Schering AG: Oliver Renner,
Tel.: +49-30-468-12431 E-mail: Verena von Bassewitz, Tel.: +
49-30-468-192206 E-mail: DATASOURCE: Schering AG CONTACT: Bayer AG:
Gunter Forneck, Tel.: +49-214-30-50446, E-mail: , Christian Hartel,
Tel.: +49-214-30-47686, E-mail: . Schering AG: Oliver Renner, Tel.:
+49-30-468-12431, E-mail: , Verena von Bassewitz, Tel.: +
49-30-468-192206, E-mail:
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