UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 6)
SCHERING AKTIENGESELLSCHAFT
(Name of Subject Company)
SCHERING AKTIENGESELLSCHAFT
(Name of Person Filing Statement)
Ordinary Shares, no par value
(Title of Class of Securities)
DE 0007172009
(ISIN Number of Class of Securities)
American Depositary Shares, evidenced by American Depositary Receipts,
each representing one Ordinary Share
(Title of Class of Securities)
806585204
(CUSIP Number of Class of Securities)
Ulrich Grohé, Esq.
Müllerstrasse 178
13353 Berlin
Federal Republic of Germany
Telephone: (011-49−30) 468−1111
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of the person filing statement)
Copy to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Telephone: (212) 474-1000
[ ] Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
The purpose of this Amendment No. 6 is to amend and supplement the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Schering AG on April 18, 2006, as amended thereafter.
ITEM 8. ADDITIONAL INFORMATION.
The statement by Dr. Hubertus Erlen, attached hereto as Exhibit (a)(13), is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is amended and supplemented by adding thereto:
Exhibit Number | Description |
(a)(13) | Statement by Dr. Hubertus Erlen on the settlement between Merck and Bayer, dated June 14, 2006 |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
| | Schering Aktiengesellschaft |
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| | By: | /s/ Dr. Christof Ehrhart |
| | Name: Dr. Christof Ehrhart |
| | Title: Head Corporate Communication Schering AG |
| | | |
| | By: | /s/ Oliver Renner |
| | Name: Oliver Renner |
| | Title: Head Corporate Business Communication Schering AG |
Dated: June 14, 2006
EXHIBIT INDEX
Exhibit Number | Description |
(a)(13) | Statement by Dr. Hubertus Erlen on the settlement between Merck and Bayer, dated June 14, 2006 |
