The following documents and information relate to the takeover offer by Bayer Schering GmbH (formerly Dritte BV GmbH), a subsidiary of Bayer AG, to acquire all of the outstanding ordinary shares without par value, including ordinary shares represented by American Depositary Shares, of Bayer Schering Pharma AG (formerly Schering AG) as well as to the domination and profit and loss transfer agreement ("Domination Agreement") that Bayer Schering GmbH (formerly Dritte BV GmbH) and Bayer Schering Pharma AG (formerly Schering AG) entered into and Bayer Schering GmbH's obligation under German corporate law to acquire pursuant to the Domination Agreement the shares of any Bayer Schering Pharma shareholder (formerly Schering shareholder) upon such shareholder's request against payment of an adequate cash compensation, which obligation we refer to as mandatory compensation offer. The acceptance period for the takeover offer expired on June 14, 2006, and the additional acceptance period pursuant to Section 16 (2) Sentence 1 of the German Securities Acquisition and Takeover Act expired on July 6, 2006. The following documents and information relating to the takeover offer have been posted on the Bayer AG website for informational purposes only; in particular, the takeover offer can no longer be accepted. The right of Bayer Schering Pharma shareholders (formerly Schering shareholders) to request a cash compensation for their shares arose upon the registration of the Domination Agreement in the Commercial Register of Bayer Schering Pharma AG (formerly Schering AG).

 

The publications relating to the Domination Agreement are 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 compensation offer on November 30, 2006, the time of commencement of the mandatory 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 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 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 Bayer Schering Pharma AG (formerly 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.

 

The following 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 Bayer Schering Pharma AG (formerly 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 Bayer Schering Pharma AG (formerly 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.