UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-16143
Bayer Schering Pharma Aktiengesellschaft
(Exact name of registrant as specified in its charter)
Muellerstrasse 178
13353 Berlin, Federal Republic of Germany
+49-30-468-1111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares, each representing one Ordinary Share
Ordinary Shares
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
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Rule 12h-6(a) (for equity securities) |
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| Rule 12h-6(d) (for successor registrants) |
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Rule 12h-6(c) (for debt securities) |
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| Rule 12h-6(i) (for prior Form 15 filers) |
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General
This Form 15F relates to American Depositary Shares (“ADSs”), each representing one of our ordinary shares, and to our ordinary shares. In accordance with the requirements of Rule 12h-6(a), all trading volume data is presented by reference to the trading volume of our ordinary shares, including those represented by our ADSs. The use of we, us, our or similar terms in this Form 15F refers to Bayer Schering Pharma Aktiengesellschaft, formerly Schering Aktiengesellschaft.
On March 23, 2006, Bayer Schering GmbH, formerly Dritte BV GmbH, announced an offer (the “Tender Offer”) to purchase all of our ordinary shares, including those represented by our ADS, from our shareholders. The Tender Offer was completed on July 6, 2006. As a result of Tender Offer and subsequent purchases, Bayer Schering GmbH currently owns about 96.3% of our outstanding shares.
On December 4, 2006, the New York Stock Exchange filed with the Securities and Exchange Commission (the “Commission”) a Notification of Removal From Listing And/Or Registration Under Section 12(b) of the Securities Exchange Act of 1934 on Form 25 because the number of outstanding ADSs had fallen below 600,000 in connection with the Tender Offer. The ADSs were suspended from trading on November 24, 2006 and removed from listing on December 4, 2006. A copy of such Form 25 is filed as Exhibit 1 to this Form 15F.
PART I
Item 1. Exchange Act Reporting History
We first incurred the duty to file reports under section 13(a) and section 15(d) of the Exchange Act of 1934 (the “Exchange Act”) in October 2000, when we filed a registration statement on Form 20-F with respect to our ordinary shares. Our ADSs were listed on the New York Stock Exchange on October 12, 2000.
We have filed or submitted all reports required under sections 13(a) and 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this form, and we have filed at least one annual report on Form 20-F.
Item 2. Recent United States Market Activity
We have never sold securities in the United States in a registered offering under the Securities Act of 1933, as amended.
Item 3. Foreign Listing and Primary Trading Market
Our ordinary shares have been listed for many years on the Frankfurt Stock Exchange as well as on the Berlin, Düsseldorf, Hamburg and Munich Stock Exchanges (collectively, the “German Stock Exchanges”), all of which are located in Germany, and on the Swiss Stock Exchange in Zurich, Switzerland. We have maintained each of these listings for at least the twelve months preceding the filing of this Form 15.
The German Stock Exchanges constitute the primary trading market for our shares. During the twelve month period beginning on May 1, 2006 and ending on April 30, 2007, the average daily trading volume of transactions in our ordinary shares effected on the German Stock Exchanges represented 97.5% of the worldwide average daily trading volume of our ordinary shares. We have included off-exchange transactions of which we are aware in the numerator and for purposes of determining this ratio. However, we note that, because our ordinary shares are in bearer form, it is not possible for us to obtain information about off-exchange transactions to which we or a person acting
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on our behalf was not a party and which were not reported by the independent service providers whose services we used in preparing this Form 15F.
Item 4. Comparative Trading Volume Data
The following table sets forth the average daily trading volume of our ordinary shares in the United States and worldwide during the twelve month period beginning on May 1, 2006 and ending on April 30, 2007:
| Average daily trading volume |
United States(1) | 17,843 |
Worldwide | 1,112,193 |
(1) | In the United States our ordinary shares trade in the form of ADSs, each of which represents one ordinary share. |
During the twelve month period beginning on May 1, 2006 and ending on April 30, 2007, the average daily trading volume of our ordinary shares in the United States represented 1.6% of the worldwide average daily trading volume of our ordinary shares.
The trading volume information set forth above was obtained from the following sources:
| • | The trading volume information for the German Stock Exchanges was obtained from Deutsche Börse AG. With respect to acceptances of shares tendered in Germany in the Tender Offer, the information was obtained from the records of Credit Suisse and Commerzbank, which served as tender agents in the Tender Offer. We used data from Bayer Schering GmbH for the shares that company, the acquiror in the Tender Offer, purchased directly in connection with the Tender Offer. We obtained information on the exercise of stock options outside the United States from Deutsche Bank AG, which serves as the administrator of our stock option plans. |
| • | The trading volume information for the United States, in respect of both ADSs traded on the NYSE and off-exchange trades, was obtained from Bloomberg. With respect to ADSs and shares tendered in connection with the Tender Offer, we used information obtained from The Bank of New York, which served as Tender Agent in the Tender Offer. We obtained information on the exercise of stock options in the United States from Deutsche Bank AG, which serves as the administrator of our stock option plans. |
| • | The trading volume information for countries outside Germany and the United States was obtained from Reuters. |
We used the sources for on-exchange trading we viewed as most likely to have accurate exchange reported information, and with respect to off-exchange trading, those sources we believed had access to the most reliable information concerning the off-exchange trading in the respective jurisdiction. In connection with the Tender Offer, we relied on the agents we had retained in connection with that transaction.
As of the filing of this Form 15F we have not terminated a sponsored American depositary receipt facility regarding our ordinary shares.
Item 5. Alternative Record Holder Information
Not applicable.
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Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
On June 4, 2007, our parent company, Bayer AG, issued a press release in the United States through PR Newswire disclosing our intent to terminate our duty to file reports under section 13(a) and 15(d) of the Exchange Act. On that same date we furnished the Commission with a copy of this press release under cover of Form 6-K. A copy of such press release is filed as Exhibit 2 to this Form 15F.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
We will publish the information required under Rule 12g3-2(b)(1)(iii) on our website at www.schering.de.
PART III
Item 10. Exhibits
Exhibit Number | Description |
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1 | Notification of Removal From Listing And/Or Registration Under Section 12(b) of the Securities Exchange Act of 1934 on Form 25 filed by the New York Stock Exchange on December 4, 2006. |
2 | Press release issued by Bayer AG disclosing our intent to terminate our duty to file reports under section 13(a) and 15(d) of the Exchange Act. |
Item 11. Undertakings
We hereby undertake to withdraw this Form 15F if, at any time before the effectiveness of our termination of reporting under Rule 12h-6, we have actual knowledge of information that causes us reasonably to believe that, at the time of filing the Form 15F:
| 1. | The average daily trading volume of our subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that we used for purposes of Rule 12h-6(a)(4)(i); or |
| 2. | We otherwise did not qualify for termination of our Exchange Act reporting obligations under Rule 12h-6. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, Bayer Schering Pharma Aktiengesellschaft has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Bayer Schering Pharma Aktiengesellschaft certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
| /s/ Dr. Markus Pickel | ||
| Name: | Dr. Markus Pickel | |
| Title: | Head Global Corporate Communications Bayer Schering Pharma AG | |
| /s/ Oliver Renner | ||
| Name: | Oliver Renner | |
| Title: | Head Global Public Relations & Public Affairs Bayer Schering Pharma AG | |
Date: June 4, 2007
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