Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Not for distribution in or into the United States of America, Australia, Canada, United Kingdom or Japan successfully placed new shares at 34.75 Euro per share Leverkusen, July 6, 2006 Issue proceeds of approximately EUR 1.2 billion Significant demand for the new shares from institutional investors Leverkusen today successfully placed 34 million new shares with German and international institutional investors by means of an accelerated bookbuilding. The order book was closed after a few hours due to high demand. The issue price of the new shares amounts to EUR 34.75 per share, resulting in issue proceeds of approximately EUR 1.2 billion. The total number of shares issued will increase to 764,341,920 once the capital increase has been entered in the commercial register. This capital increase against cash, equivalent to 4.7 percent of the registered share capital, has been approved by the Supervisory Board and is based on the authorisation granted by the Annual Stockholders Meeting on April 28, 2006 (Authorised Capital II). The new shares are fully entitled to the dividend for the current financial year and will be issued without pre-emptive rights for existing stockholders. This transaction, together with the successful EUR 2.3 billion issue of mandatory convertible bonds in April 2006, completes the previously communicated equity financing in connection with the acquisition of Schering. The total equity issuance of EUR 3.5 billion is significantly below the EUR 4 billion limit originally stated. - 2 -
- 2 - Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York, Tokyo Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) Important Information This announcement contains 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 the annual and interim reports of to the Frankfurt Stock Exchange and in our reports filed with the SEC. does not assume any liability whatsoever to update these forward-looking statements or to conform them to future events or developments. This announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. This announcement does not constitute or form part of an offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities referred to herein. The placement of shares and the distribution of this announcement and other information in connection with the placement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States unless they are registered under the Securities Act or pursuant to an available exemption therefrom. No public offering of securities of the Company is being made in the United States. This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ( Order ) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons ). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise - 3 -
- 3 - acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Not for distribution in or into the United States of America, Australia, Canada, United Kingdom or Japan Bayer issues 34 million new shares Leverkusen, July 6, 2006 Offering part of the financing of the Schering acquisition Placement of the new shares by means of an accelerated bookbuilding Leverkusen is today offering 34 million new shares by means of an accelerated bookbuilding. This offering is one of the previously announced steps to finance the Schering acquisition. The resulting capital increase against cash, equivalent to 4.7 percent of the registered share capital, has been approved by the Supervisory Board and is based on the authorisation granted by the Annual Stockholders Meeting on April 28, 2006 (Authorised Capital II). The new shares are fully entitled to the dividend for the current financial year and will be issued without pre-emptive rights for existing stockholders. The placement of the new shares by means of an accelerated bookbuilding is exclusively directed to German and international institutional investors and is expected to be completed in the course of today. The proceeds of the issue will be announced after pricing and will contribute to the financing of the Schering acquisition. This transaction, together with the successful EUR 2.3 billion issue of mandatory convertible bonds in April 2006, completes the previously communicated equity financing in connection with the acquisition of Schering. The total is significantly below the EUR 4 billion equity financing limit originally stated. - 2 -
- 2 - Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York, Tokyo Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) Important Information This announcement contains 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 the annual and interim reports of to the Frankfurt Stock Exchange and in our reports filed with the SEC. does not assume any liability whatsoever to update these forward-looking statements or to conform them to future events or developments. This announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. This announcement does not constitute or form part of an offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities referred to herein. The placement of shares and the distribution of this announcement and other information in connection with the placement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States unless they are registered under the Securities Act or pursuant to an available exemption therefrom. No public offering of securities of the Company is being made in the United States. This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ( Order ) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons ). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise - 3 -
- 3 - acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Bayer to sell diagnostics business to Siemens for EUR 4.2 billion Leverkusen, June 29, 2006 Bayer Diabetes Care Division and Schering contrast agents business not affected Decision not driven by financing of Schering acquisition Leverkusen The Bayer Group plans to sell the Diagnostics Division of Bayer HealthCare to Siemens AG, Munich,, for EUR 4.2 billion. The divestment was approved today by the Bayer Supervisory Board. This decision is fully in line with the company s strategy for systematically aligning its health care business. Bayer is concentrating on pharmaceuticals for both humans and animals, and products that can be promoted directly to patients. The systems business of the Diagnostics Division, with its emphasis on hardware, IT networking and comprehensive equipment service, is subject to different success factors than the other Bayer HealthCare divisions. Bayer is therefore divesting these activities as part of the consolidation phase in the diagnostics market. The company is convinced that the successful laboratory equipment business has even better long-term development prospects in a company specializing in medical technology. Closing of the transaction is expected for the first half of 2007, subject to the approval of the antitrust authorities. The consumer-influenced Diabetes Care Division is not affected by the transaction, nor is the contrast agents (diagnostic imaging) business of Schering AG, which will form an important part of the future Bayer Schering Pharma AG. - 2 -
- 2 - For Bayer the after-tax proceeds of the divestment will be about EUR 3.6 billion. Although this transaction has been pursued irrespective of the Schering acquisition and its financing, it will affect it in that the planned EUR 1.3 billion hybrid bond may not be launched or may have a much smaller volume. In addition, the previously announced equity raising of up to EUR 4 billion in connection with the Schering acquisition is now likely to be reduced by EUR 500 million. In March this year Bayer had already issued a mandatory convertible bond in the amount of EUR 2.3 billion as a first step. The effect of the divestment is to substantially reduce the company s debt, thus helping to improve its credit profile. Sales of Bayer HealthCare Diagnostics rose in 2005 by 8.4 percent to EUR 1.4 billion. The division employs more than 5,000 people worldwide. It offers an extensive portfolio of in-vitro diagnostic products for evaluating and monitoring the therapy of numerous diseases, including cardiovascular disorders, kidney diseases, infections, cancer and diabetes. Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York, Tokyo Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) - 3 -
- 3 - Forward-looking statements This news release contains 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 annual and interim reports to the Frankfurt Stock Exchange and in our reports filed with the U.S. Securities and Exchange Commission (including our Form 20-F). The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Bayer: Takeover offer for Schering successful Leverkusen, June 20, 2006 Bayer now controls 88.0 percent of issued and outstanding Schering shares Additional acceptance period will run from June 23 to July 6, 2006 The way is now clear for the Bayer Group to acquire Berlin-based pharmaceuticals company Schering AG. Bayer has gained control of a total of 88.0 percent of Schering s approximately 191 million issued and outstanding shares. The attainment of a three-quarters majority was the last remaining condition of the takeover offer. Both the E.U. Commission and the U.S. antitrust authorities had already given their unconditional approval. By the expiration of the acceptance period on June 14, 2006, 87.3 million Schering shares had been tendered to Bayer under the takeover offer. This is equivalent to 45.7 percent of the issued and outstanding Schering shares. In addition, by the same date, Bayer had acquired 77.8 million Schering shares, or 40.7 percent of the issued and outstanding Schering shares, either on the stock market or directly. The minimum acceptance threshold of 75 percent was therefore exceeded. A further 2.9 million Schering shares, or 1.5 percent, were purchased by the Bayer Group thereafter. The remaining Schering stockholders have the opportunity to accept the attractive offer of EUR 89 per share during the additional acceptance period, which runs from June 23 until July 6, 2006. Bayer continues to pursue its goal of wholly acquiring Schering. Board of Management - 2 -
- 2 - D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York, Tokyo Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) Important information: This is neither an offer to purchase nor a solicitation of an offer to sell shares or American depositary shares of Schering AG. The offer has been made by Dritte BV GmbH, a wholly-owned subsidiary of, for all bearer shares with no par value of Schering AG (including all bearer shares with no par value represented by American depository shares). The terms and conditions of the offer, including any possible extension of the acceptance period in case of a competing offer by a third party, have been published in the offer document after the permission of the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, BaFin) has been obtained on April 12, 2006. Dritte BV GmbH also has filed a tender offer statement with the U.S. Securities Exchange Commission (SEC) with respect to the takeover 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 takeover offer filed by Dritte BV GmbH 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.com. This is not an offer of s securities for sale in the United States. No such securities have been registered under the U.S. Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States must be made by means of a prospectus that contains detailed information about the issuer, its management and its financial statements. has been granted exemptive relief from the provisions of Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, permitting it (or Dritte BV GmbH or certain of its other affiliates or financial institutions on its behalf) to make purchases of shares of Schering AG outside of the takeover offer until the end of the offer period, subject to certain conditions. Accordingly, to the extent permissible under applicable securities laws and in accordance with normal German market practice,, Dritte BV GmbH or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares of Schering AG outside the United States, other than pursuant to the offer, before or during the period in which the offer is open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by applicable securities laws. - 3 -
- 3 - The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement may not be taken, distributed or transmitted, directly or indirectly, in any form in or into Italy or Canada. This communication is directed only at persons who (i) are outside Italy, the United Kingdom, Canada or Japan or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49 (2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as relevant persons ). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities. Any investment decisions or advices for investment decisions should only be made or given based on a prospectus which also includes a section on risk factors.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Merck offers Bayer its stake in Schering Leverkusen, June 14, 2006 Successful acquisition of Schering by Bayer now much more likely Wenning: All three companies concerned will benefit from this step Suit filed against Merck to be withdrawn is to acquire all the shares of Schering held by Merck. In the course of joint talks, Bayer and Merck have agreed on the need to end the uncertainty regarding the Berlin company s future to avoid damaging. Merck has therefore decided to sell its 21.8 percent (according to SEC) stake to Bayer, thereby clearing the way for Bayer s acquisition of Schering. The purchase price is EUR 89 per share. All other Schering stockholders who have tendered their shares under the public takeover offer, or who decide to do so before the acceptance period expires at midnight CEST on Wednesday, will benefit from this price, which is EUR 3 above the original offer. We re very pleased about Merck s decision, because a lengthy competitive bidding process would have greatly affected Schering s future, said Bayer Management Board Chairman Werner Wenning. All three companies concerned will benefit from this step. We are very optimistic that we can now secure at least the three-quarters of Schering s capital stock that we were aiming for, enabling us to quickly begin the integration process. Today we have taken a major step toward creating a world-class German pharmaceutical company. The future company Bayer Schering Pharma will strengthen s role as a pharmaceutical industry location. This is in the interests of the entire sector. Bayer and Merck therefore agreed during their talks to look into further possible opportunities for cooperation between the two companies. - 2 -
- 2 - Bayer will withdraw the suit filed against Merck in New York on Tuesday. Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York, Tokyo Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) Important information: This is neither an offer to purchase nor a solicitation of an offer to sell shares or American depositary shares of Schering AG. The offer has been made by Dritte BV GmbH, a wholly-owned subsidiary of, for all bearer shares with no par value of Schering AG (including all bearer shares with no par value represented by American depository shares). The terms and conditions of the offer, including any possible extension of the acceptance period in case of a competing offer by a third party, have been published in the offer document after the permission of the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, BaFin) has been obtained on April 12, 2006. Dritte BV GmbH also has filed a tender offer statement with the U.S. Securities Exchange Commission (SEC) with respect to the takeover 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 takeover offer filed by Dritte BV GmbH 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.com. This is not an offer of s securities for sale in the United States. No such securities have been registered under the U.S. Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States must be made by means of a prospectus that contains detailed information about the issuer, its management and its financial statements. - 3 -
- 3 - has been granted exemptive relief from the provisions of Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, permitting it (or Dritte BV GmbH or certain of its other affiliates or financial institutions on its behalf) to make purchases of shares of Schering AG outside of the takeover offer until the end of the offer period, subject to certain conditions. Accordingly, to the extent permissible under applicable securities laws and in accordance with normal German market practice,, Dritte BV GmbH or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares of Schering AG outside the United States, other than pursuant to the offer, before or during the period in which the offer is open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by applicable securities laws. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement may not be taken, distributed or transmitted, directly or indirectly, in any form in or into Italy, the United States or Canada. This communication is directed only at persons who (i) are outside Italy, the United Kingdom, the United States, Canada or Japan or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49 (2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as relevant persons ). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities. Any investment decisions or advices for investment decisions should only be made or given based on a prospectus which also includes a section on risk factors.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com still aims to secure a majority holding in Schering Leverkusen, June 14, 2006 Wenning: We re ready for the second round Mandatory offer to Schering stockholders in preparation Suit for damages filed against Merck for violating U.S. capital market law still aims to wholly acquire Schering AG and is preparing to launch a mandatory offer if the current takeover offer proves unsuccessful. This means Bayer must make a new offer to all Schering stockholders to acquire the shares they still own because Bayer now holds more than 30 percent of Schering stock, purchased at prices of up to EUR 88 per share. This also includes the shares tendered by Allianz. Bayer has chosen this course of action on the assumption that Merck will not tender the shares it now owns under the current takeover offer. The road has gotten rougher, but we re not losing sight of the clear aim we set ourselves: our plan is to combine our pharmaceutical activities with those of Schering to form a world-class German pharmaceutical company, said Bayer Management Board Chairman Werner Wenning. We will do everything we can to clarify the situation as quickly as possible and prevent Merck s tactics from harming the future development of the successful company Schering. The Bayer CEO again made it clear that his company places great importance on preserving Schering, its tradition-rich name and its location in the German capital Berlin. We will continue to put up a good, fair fight for Schering because we are convinced that together we can create value from which everyone benefits: Schering, Bayer and our stockholders, and also as a location for the pharmaceutical industry, said Wenning. In addition, Bayer filed suit for damages against Merck on Tuesday in New York. The effect of Merck s tactics has been to withhold important information from the financial markets, putting Schering stockholders at a disadvantage and harming Bayer, explained General Counsel Dr. Roland Hartwig. He said Merck - 2 -
- 2 - had failed to disclose its strategic intentions in violation of U.S. law, thus leaving investors and the parties to the takeover uncertain as to that company s objectives. Merck s dubious tactics are illustrated by the sequence of events: on March 23 Bayer announced its friendly takeover offer, which has the support of both the Management Board and the Supervisory Board of Schering and exceeds Merck s hostile takeover bid by 12 percent. A few hours after Bayer s announcement, Merck declared its withdrawal from the bidding, both publicly and also in a letter to the Bayer Management Board Chairman, saying one of its reasons for doing so was that the price of EUR 86 could not be justified. Then, however, toward the end of the acceptance period for Bayer s offer, Merck purchased huge numbers of Schering shares at prices similar to the offer price without enlightening the financial markets as to the background to this action. Thus Merck concealed from the public its true intentions as an additional bidder. First signaling a withdrawal and then reviving its bid without proper explanation violates both the letter and the spirit of capital market law. By not announcing its intentions in purchasing the shares, Merck has failed to comply with the requirements of the U.S. capital market, explained Hartwig. Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) - 3 -
- 3 - Important Information: This is neither an offer to purchase nor a solicitation of an offer to sell shares or American depositary shares of Schering AG. The offer has been made by Dritte BV GmbH, a wholly-owned subsidiary of, for all bearer shares with no par value of Schering AG (including all bearer shares with no par value represented by American depository shares). The terms and conditions of the offer, including any possible extension of the acceptance period in case of a competing offer by a third party, have been published in the offer document after the permission of the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, BaFin) has been obtained on April 12, 2006. Dritte BV GmbH also has filed a tender offer statement with the U.S. Securities Exchange Commission (SEC) with respect to the takeover 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 takeover offer filed by Dritte BV GmbH 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.com. This is not an offer of s securities for sale in the United States. No such securities have been registered under the U.S. Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States must be made by means of a prospectus that contains detailed information about the issuer, its management and its financial statements. has been granted exemptive relief from the provisions of Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, permitting it (or Dritte BV GmbH or certain of its other affiliates or financial institutions on its behalf) to make purchases of shares of Schering AG outside of the takeover offer until the end of the offer period, subject to certain conditions. Accordingly, to the extent permissible under applicable securities laws and in accordance with normal German market practice,, Dritte BV GmbH or its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares of Schering AG outside the United States, other than pursuant to the offer, before or during the period in which the offer is open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by applicable securities laws. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement may not be taken, distributed or transmitted, directly or indirectly, in any form in or into Italy, the United States or Canada. This communication is directed only at persons who (i) are outside Italy, the United Kingdom, the United States, Canada or Japan or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49 (2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as relevant persons ). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities. Any investment decisions or advices for investment decisions should only be made or given based on a prospectus which also includes a section on risk factors.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Overallotment option for Bayer Mandatory Convertible Bond fully exercised Leverkusen, March 30, 2006 One day after the placement of the Bayer Mandatory Convertible Bond, the overallotment option ( Greenshoe ) of 300 million has been fully exercised. The exercise of the overallotment option by the bookrunners follows the positive reception of the bond in the market. The total size of the transaction including overallotment option is 2.3 billion. Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) - 2 -
- 2 - Important information This announcement contains 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 the annual and interim reports of to the Frankfurt Stock Exchange and in our reports filed with the SEC. and Bayer Capital Corporation B.V. do not assume any liability whatsoever to update these forward-looking statements or to conform them to future events or developments. This announcement is for general information only and does not form part of any offer to sell, or the solicitation of any offer to buy, securities. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement may not be taken, distributed or transmitted, directly or indirectly, in any form in or into Italy, the United States, Canada or Japan. This announcement is not an offer of securities for sale in the United States. The offer and sale of the securities referred to in this announcement has not been, nor will it be, registered under the United States Securities Act of 1933 and the securities referred to in this announcement may not be offered or sold in the United States absent such registration or an applicable exemption from registration. There will be no public offer of these securities in the United States This communication is directed only at persons who (i) are outside Italy, the United Kingdom, the United States, Canada or Japan or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49 (2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as relevant persons ). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities. Any investment decisions or advices for investment decisions should only be made or given based on a prospectus which also includes a section on risk factors.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Bayer successfully placed a EUR 2 billion subordinated mandatory convertible bond Leverkusen, March 29, 2006 Bayer Capital Corporation B.V., Mijdrecht has today successfully placed a EUR 2 billion bond, mandatorily convertible into shares of, with institutional investors. The mandatory convertible bond is subordinated and enjoys a subordinated guarantee from., The bond will mandatorily convert into new shares, created from the existing conditional capital of, at maturity in June 2009. The mandatory convertible bond will be issued without pre-emptive rights for existing shareholders. The main terms of the mandatory convertible bond include a 6.625% coupon, a minimum conversion price of EUR 33.03 and a conversion premium of 17%, resulting in a maximum conversion price of EUR 38.64. The minimum conversion price equals the volume weighted average price of Bayer AG shares from start of trading until pricing of the transaction today. will benefit from an increasing share price up to the maximum conversion price as a lower number of shares will have to be issued on conversion. The net proceeds will be used among others as part of the financing of the intended acquisition of Schering AG and is part of the previously announced equity capital raising measures of up to EUR 4 billion. Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200-2 -
- 2 - Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) Important information This announcement contains 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 the annual and interim reports of to the Frankfurt Stock Exchange and in our reports filed with the SEC. and Bayer Capital Corporation B.V. do not assume any liability whatsoever to update these forward-looking statements or to conform them to future events or developments. This announcement is for general information only and does not form part of any offer to sell, or the solicitation of any offer to buy, securities. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement may not be taken, distributed or transmitted, directly or indirectly, in any form in or into Italy, the United States, Canada or Japan. This announcement is not an offer of securities for sale in the United States. The offer and sale of the securities referred to in this announcement has not been, nor will it be, registered under the United States Securities Act of 1933 and the securities referred to in this announcement may not be offered or sold in the United States absent such registration or an applicable exemption from registration. There will be no public offer of these securities in the United States This communication is directed only at persons who (i) are outside Italy, the United Kingdom, the United States, Canada or Japan or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49 (2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as relevant persons ). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities. Any investment decisions or advices for investment decisions should only be made or given based on a prospectus which also includes a section on risk factors.
Ad-hoc-Report according to 15 WpHG Investor Relations 51368 Leverkusen www.investor.bayer.com Bayer announces the launch of a EUR 2 billion subordinated mandatory convertible bond Leverkusen, March 29, 2006 The supervisory board authorised the issuance of a EUR 2 billion subordinated bond, mandatorily convertible into shares of, due June 2009. The security will be issued by Bayer Capital Corporation B.V., Mijdrecht. The accelerated bookbuilding launched this morning is expected to close during the course of today. The lower conversion price, the coupon and the conversion premium will be determined and announced immediately following pricing of the bond. The issuance volume of EUR 2 billion can be increased by up to EUR 300 million if the overallotment option is exercised. The bond is subordinated and will enjoy a subordinated guarantee from. The bond will mandatorily convert into new shares, created from the existing conditional capital of, at maturity in June 2009. The mandatory convertible bond will be issued without pre-emptive rights for existing shareholders. The mandatory convertible bond is expected to carry an annual coupon within a range of 6.25 to 6.75%. It is further expected that the conversion premium on the minimum conversion price will be in the range of 16 20%, which yields then the higher conversion price. will benefit from an increasing share price up to the maximum conversion price as a lower number of shares will have to be issued upon conversion. expects that the bond will receive a high equity credit treatment from rating agencies. The net proceeds will be used among others as part of the financing of the intended acquisition of Schering AG and is part of the previously announced equity capital raising measures of up to EUR 4 billion. The bond will be sold in a private placement to institutional investors outside of the United States of America, Canada, Japan, Australia and Italy only. - 2 -
- 2 - In connection with the issuance of the mandatory convertible bond will commit not to issue any further equity capital or bonds convertible into equity capital during a period of 90 days. Board of Management D-51368 Leverkusen ISIN: DE0005752000 WKN: 575 200 Listing: Official market Frankfurt sub-segment entailing additional post-admission obligations (Prime Standard) Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart; Swiss Exchange; London; Madrid; New York Bayer Investor Relations contacts: Dr. Alexander Rosar (+49-214-30-81013) Dr. Juergen Beunink (+49-214-30-65742) Peter Dahlhoff (+49-214-30-33022) Ilia Kürten (+49-214-30-35426) Ute Menke (+49-214-30-33021) Judith Nestmann (+49-214-30-66836) Important information This announcement contains 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 the annual and interim reports of to the Frankfurt Stock Exchange and in our reports filed with the SEC. and Bayer Capital Corporation B.V. do not assume any liability whatsoever to update these forward-looking statements or to conform them to future events or developments. This announcement is for general information only and does not form part of any offer to sell, or the solicitation of any offer to buy, securities. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions. This announcement may not be taken, distributed or transmitted, directly or indirectly, in any form in or into Italy, the United States, Canada or Japan. This announcement is not an offer of securities for sale in the United States. The offer and sale of the securities referred to in this announcement has not been, nor will it be, registered under the United States Securities Act of 1933 and the securities referred to in this announcement may not be offered or sold in the United States absent such registration or an applicable exemption from registration. There will be no public offer of these securities in the United States - 3 -
- 3 - This communication is directed only at persons who (i) are outside Italy, the United Kingdom, the United States, Canada or Japan or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49 (2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as relevant persons ). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is not an offer of securities for sale in and is not a listing prospectus according to the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of 29 April 2004 as amended, or any other laws applicable in governing the issue, offering and sale of securities. Any investment decisions or advices for investment decisions should only be made or given based on a prospectus which also includes a section on risk factors.