UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SCHERING AKTIENGESELLSCHAFT
(Name of Subject Company)
SCHERING AKTIENGESELLSCHAFT
(Name of Persons 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 persons 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
[X] Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Explanatory note:
This document relates to 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. After the proposed offer of cash compensation 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).
Convenience Translation
Dritte BV Gesellschaft mit beschränkter Haftung
Restated Financial Statements for Fiscal 2003
Balance Sheet as of December 31, 2003
ASSETS | | | | | | | | | EQUITY AND LIABILITIES | |
| | | | | | | | | | | |
| | | | EUR | | | | | | EUR | |
Current assets | | | | | | Equity | | | | |
| | | | | | | | | | | |
| | | | | | | Capital stock | | | 25,000 | |
| Cash on hand, checks and balances with the Bundesbank and other banks | | | 25,000 | | | Net loss | | | | ) |
| | | | | | | | | | | |
| | | | | | | | | | 24,555 | |
| | | | | | | | | | | |
| | | | | | Provisions | | | | |
| | | | | | | Other provisions | | | 445 | |
| | | | 25,000 | | | | | | 25,000 | |
Convenience Translation
Dritte BV Gesellschaft mit beschränkter Haftung
Restated Financial Statements for Fiscal 2003
Income Statement
for the Shortened Fiscal Year
from December 9 to December 31, 2003
| | EUR |
| | |
| General administration expenses | 425 |
| | |
| Other operating expenses | 20 |
| | |
| Income from ordinary operations / net loss | (445 |
Dritte BV Gesellschaft mit beschränkter Haftung
Restated Financial Statements for Fiscal 2003
Accounting Policies
The annual financial statements for Dritte BV Gesellschaft mit beschränkter Haftung have been prepared in accordance with the provisions of the German Commercial Code (HGB) applicable to small limited liability companies as defined in § 267 para. 1 HGB. These annual financial statements are an amended and restated version of the financial statements for fiscal 2003 dated February 16, 2004, which were adopted on August 1, 2004. The original financial statements are appended to the restated financial statements.
The amendments to the balance sheet and income statement comprise renaming certain items. In the notes to the financial statements, superfluous information contained in the section on recognition and valuation principles has been eliminated. Imprecise and incorrect statements made in the accounting policies section have been clarified.
The income statement has been drawn up using the cost-of-sales method.
The parent company, Bayer AG, Leverkusen, Germany, prepares consolidated financial statements. A copy of its consolidated financial statements can be obtained from its registered office. The consolidated financial statements are deposited with the Commercial Register of the Local Court (Amtsgericht) in Cologne, HRB 48248, and have been published in the Federal Gazette (Bundesanzeiger).
Recognition and Valuation Principles
Other provisions are established to cover all foreseeable risks and uncertain liabilities, based on reasonable estimates of such commitments as of the reporting date.
Notes to the Balance Sheet
Cash on hand, checks and balances with the Bundesbank and other banks
The company has bank balances totaling €25,000.
Other Information
Management
Dr. Armin Buchmeier, attorney-at-law
Joachim Reinders, business studies graduate
Leverkusen, June 30, 2006
Dritte BV Gesellschaft mit beschränkter Haftung
( Dr. Buchmeier ) ( Rosenberg )
Balance Sheet
for DritteBV GmbH for the Shortened Fiscal Year
from December 9 to December 31, 2003
ASSETS | EQUITY AND LIABILITIES |
| | EUR | | | EUR |
Current assets | | | Equity | |
| | | | | |
Bank balances | 25,000 | | Capital stock | 25,000 |
| | | | Net loss | (445) |
| | | | | 24,555 |
| | | | Provisions | |
| | | | Other provisions | 445 |
| | 25000 | | | | 25,000 |
Income statement
for DritteBV GmbH
for the Shortened Fiscal Year from December 9 to December 31, 2003
| | EUR |
| | |
| General administration expenses | 425 |
| | |
| Other operating expenses | 20 |
| | |
| Income from ordinary operations | 445 |
| | |
| Other interest and similar income from affiliated companies | 0 |
| | |
| Interest and similar expenses paid to affiliated companies | 0 |
| | |
| Net interest position | 0 |
| Non-operating result | 0 |
| | |
| Income from ordinary operations / earnings before income taxes | (445) |
| | |
| Income taxes | - |
| | |
| Net income/loss | (445) |
Notes to the Financial Statements
of DritteBV GmbH, Leverkusen,
for the Shortened Fiscal Year from December 9 to December 31, 2003
General
The accounting and valuation principles of Dritter BV used in the past have been retained in these financial statements.
To enhance clarity, certain items are combined in the income statement and balance sheet. These items are explained in the Notes.
The parent company, Bayer AG, Leverkusen, prepares consolidated financial statements, which are available from its registered office.
Recognition and Valuation Principles
Receivables and other assets are recognized at nominal value.
Other provisions are established to cover all foreseeable risks and uncertain liabilities. The provisions for uncertain liabilities reflect the amounts expected to be used.
- 2 -
-2-
Notes to the Balance Sheet
Bank balances
The company has bank balances totaling €25,000.
Other Information
Management
The managing directors were:
Dr. Armin Buchmeier
Joachim Reinders
Leverkusen, February 16, 2004
DritteBV GmbH
(Dr. Buchmeier) (Reinders)
Dritte BV Gesellschaft mit beschränkter Haftung
Restated Financial Statements for Fiscal 2004
Balance Sheet as of December 31, 2004
ASSETS | | | | | EQUITY AND LIABILITIES | |
| | Dec. 31, 2004 EUR | Dec. 31, 2003 EUR | | | Dec. 31, 2004 EUR | | Dec. 31, 2003 EUR | |
| | | | | | | | | |
Current assets | | | | Equity | | | | |
| | | | | | | | | |
Receivables and other assets Receivables from affiliated companies | 7,423 | - | | Capital stock | 25,000 | | 25,000 | |
| | | | | Loss carried forward | (445 | ) | | |
| | | | | Net income/loss | 0 | | (445 | ) |
| Cash on hand, checks and balances with the Bundesbank and other banks | 17,132 | 25,000 | | | 24,555 | | 24,555 | |
| | 24,555 | 25,000 | | Provisions | | | | |
| | | | | Other provisions | | | 445 | |
| | 24,555 | 25,000 | | | 24,555 | | 25,000 | |
Dritte BV Gesellschaft mit beschränkter Haftung
Restated Financial Statements for Fiscal 2004
Income Statement for the Fiscal Year from
January 1 to December 31, 2004
| | | 2004 EUR | | | 2003 EUR | |
| | | | | | | | |
| General administration expenses | | | 7,125 | | | 425 | |
| | | | | | | | |
| Other operating expenses | | | 184 | | | 20 | |
| | | | | | | | |
| Income from ordinary operations | | | (7,309 | ) | | (445 | ) |
| | | | | | | | |
| Income from loss transfer | | | 7,309 | | | - | |
| | | | | | | | |
| Net income/loss | | | 0 | | | (445 | ) |
Dritte BV Gesellschaft mit beschränkter Haftung
Restated Financial Statements for Fiscal 2004
Notes to the financial statements
Accounting Policies
The annual financial statements for Dritte BV Gesellschaft mit beschränkter Haftung have been prepared in accordance with the provisions of the German Commercial Code (HGB) applicable to small limited liability companies as defined in § 267 para. 1 HGB. These annual financial statements are an amended and restated version of the financial statements for fiscal 2004 dated April 19, 2005, which were adopted on April 28, 2005. The original financial statements are appended to the restated financial statements.
The amendments to the balance sheet and income statement comprise renaming certain items. The prior-year figures previously stated in thousands of euros (EUR ‘000) have been replaced by amounts in euros (EUR). Imprecise statements relating to accounting policies and recognition and valuation principles have been specified in more detail. Details of receivables due from the company’s stockholder, Bayer AG, have been expanded.
The recognition and valuation principles used in previous year have been retained in these financial statements. The income statement has been drawn up using the cost-of-sales method.
The parent company, Bayer AG, Leverkusen, Germany, prepares consolidated financial statements. A copy of its consolidated financial statements can be obtained from its registered office. The consolidated financial statements are deposited with the Commercial Register of the Local Court (Amtsgericht) in Cologne, HRB 48248, and have been published in the Federal Gazette (Bundesanzeiger).
Recognition and Valuation Principles
Receivables are stated at nominal value, less any necessary write-downs for amounts unlikely to be recovered.
Other provisions are established to cover all foreseeable risks and uncertain liabilities, based on reasonable estimates of such commitments as of the reporting date.
Notes to the Balance Sheet
Receivables from affiliated companies
The receivables are due from the company’s stockholder Bayer AG.
Cash on hand, checks and balances with the Bundesbank and other banks
The company has bank balances totaling €17,132 (December 31, 2003: €25,000).
Other Information
Management
Dr. Armin Buchmeier, attorney-at-law
Joachim Reinders, business studies graduate
Leverkusen, June 30, 2006
Dritte BV Gesellschaft mit beschränkter Haftung
( Dr. Buchmeier ) ( Rosenberg )
Balance Sheet
for DritteBV GmbH
as of December 31, 2004
| ASSETS | | | | | | | EQUITY AND LIABILITIES |
| | | | | | | | | |
| | Dec. 31, 2004 EUR | | 2003 EUR '000 | | | | Dec. 31, 2004 EUR | 2003 EUR |
| | | | | | | | | |
Current assets | | | | | Equity | | | |
| | | | | | | | | |
| | | | | | | | Capital stock | | | 25,000 | | | 25 |
| Receivables from affiliated companies | | 7,423 | | | - | | Loss carried forward | | | (445 | ) | | |
| | | | | | | | | | | | | | | |
Bank balances | | 17,132 | | | 25 | | Provisions | | | 24,555 | | | |
| | | | | | | | | | | | | |
| | | | | | | | Other provisions | | | | | | |
| | | 24,555 | | | 25 | | | | | 24,555 | | | 25 |
CONVENIENCE TRANSLATION
Income Statement
for DritteBV GmbH as of December 31, 2004
| | December 31, 2004 EUR | | 2003 EUR ’000 |
General administration expenses | | | 7,125 | | | | | | . |
Other operating expenses | | | 184 | | | | | | |
Income from ordinary operations | | | 7,309 | | | | | | . |
Other interest and similar income from affiliated companies | | | 0 | | | | | | 0 |
Interest and similar expenses paid to affiliated companies | | | 0 | | | | | | 0 |
Net interest position | | | 0 | | | | | | 0 |
Non-operating result | | | 0 | | | | | | 0 |
Income from ordinary operations / earnings before income taxes | | | (7,309 | ) | | | | | - |
Income from loss transfer | | | 7,309 | | | | | | - |
Net income/loss | | | 0 | | | | | | . |
Notes to the Financial Statements
of DritteBV GmbH, Leverkusen, as of December 31, 2004
General
The accounting and valuation principles of Dritter BV used in the past have been retained in these financial statements.
To enhance clarity, certain items are combined in the income statement and balance sheet. These items are explained in the Notes.
The parent company, Bayer AG, Leverkusen, prepares consolidated financial statements which are available from its registered office.
Recognition and Valuation Principles
Receivables and other assets are recognized at nominal value.
Other provisions are established to cover all foreseeable risks and uncertain liabilities. The provisions for uncertain liabilities reflect the amounts expected to be used.
Notes to the Balance Sheets
Bank balances
The company has bank balances totaling €17,132.
Other Information
Management
The managing directors were:
Dr. Armin Buchmeier
Joachim Reinders
Leverkusen, April 19, 2005
DritteBV GmbH
(Dr. Buchmeier) (Rosenberg)
Dritte BV Gesellschaft mit beschränkter Haftung
Financial Statements for Fiscal 2005
Balance Sheet as of December 31, 2005
ASSETS | | | | | | EQUITY AND LIABILITIES |
| | Dec. 31, 2005 EUR | Dec. 31, 2004 EUR | | | Dec. 31, 2005 EUR | Dec. 31, 2004 EUR |
| Current assets | | | | Equity | | |
| | | | | | | |
Receivables and other assets Receivables from affiliated companies | 10,743 | 7,423 | | Capital stock | 25,000 | 25,000 |
| | | | | Loss carried forward | (445) | (445) |
| | | | | Net income/loss | 0 | 0 |
| | | | | | | |
| Cash on hand, checks and balances with the Bundesbank and other banks | 25,084 | 17.132 | | | 24,555 | 24,555 |
| | 35,827 | 24,555 | | Liabilities | | - |
| | | | | Payables to affiliated companies | | |
| | | | | | | |
| | 35,827 | 24,555 | | | 35,827 | 24,555 |
Dritte BV Gesellschaft mit beschränkter Haftung
Annual Financial Statements 2005
Income Statement for the Fiscal Year from January 1 to December 31, 2005
| | | | 2005 | | | 2004 | |
| | | EUR | | | EUR | |
| General administration expenses | | | 10,495 | | | 7,125 | |
| | | | | | | | |
| Other operating expenses | | | 248 | | | 184 | |
| | | | | | | | |
| Income from ordinary operations | | | (10,743 | ) | | (7,309 | ) |
| | | | | | | | |
| Income from loss transfer | | | (10,743 | ) | | 7,309 | |
| | | | | | | | |
| Net income (loss) | | | 0 | | | 0 | |
Dritte BV Gesellschaft mit beschränkter Haftung
Financial Statements for Fiscal 2005
Notes to the financial statements
Accounting Policies
The annual financial statements for Dritte BV Gesellschaft mit beschränkter Haftung have been prepared in accordance with the provisions of the German Commercial Code (HGB) applicable to small limited liability companies as defined in § 267 para. 1 HGB. They are an amended version of the financial statements for 2005 dated January 30, 2005, which were published without delay immediately after submission to the company’s stockholder, Bayer AG, in compliance with the statutory regulations, but which have not yet been adopted. The original financial statements are appended to the restated financial statements.
The amendments to the balance sheet and income statement comprise renaming certain items. The prior-year figures previously stated in thousands of euros (EUR ‘000) have been replaced by amounts in euros (EUR). Imprecise statements relating to accounting policies and valuation and recognition principles have been specified in more detail. Details of receivables due from the stockholder, Bayer AG, have been expanded.
The accounting and valuation principles used in previous year have been retained in these financial statements.
The income statement has been drawn up using the cost-of-sales method.
The parent company, Bayer AG, Leverkusen, Germany, prepares consolidated financial statements. The consolidated financial statements are deposited with the Commercial Register of the Local Court (Amtsgericht) in Cologne, HRB 48248, and have been published in the Federal Gazette (Bundesanzeiger).
Recognition and Valuation Principles
Receivables are stated at nominal value, less any necessary write-downs for amounts unlikely to be recovered.
Other liabilities are carried at nominal or redemption value, whichever is higher.
Notes to the Balance Sheet
Receivables from affiliated companies
The receivables are due from the company’s shareholder Bayer AG.
Cash on hand, checks and balances with the Bundesbank and other banks
The company has bank balances totaling €25,084 (December 31, 2004: €17,132). Payables to affiliated companies
The payables are due to the company’s stockholder, Bayer AG. They are due within one year.
Other Information
Management
Dr. Armir Buchmeier, attorney-at-law
Joachim Reinders, business studies graduate (until April 15, 2005)
Dirk Rosenberg, business studies graduate (from April 16, 2005)
Leverkusen, June 30, 2006
Dritte BV Gesellschaft mit beschränkter Haftung
( Dr. Buchmeier ) ( Rosenberg )
Balance Sheet for
DritteBV GmbH, Leverkusen, as of December 31, 2005
| Assets | | | December 31, 2004 EUR ‘000 | | | 31.12.2005 Euro | | | Equity and liabilities | | | Dec. 31. 2004 EUR ‘000 | | | Dec. 31, 2005 EUR | |
| | | | | | | | | | | | | | | | | |
Current assets Receivables and other assets | | | 8 0 | | | 10.743 | | | Equity | | | 25 | | | 25,000 | |
| | | | | | | | | | Capital stock | | | | | | 445 | |
| | | | | | | | | Loss carried forward | | | | | | | |
Receivables from affiliated [companies] Receivables from Bayer Group companies | | | | | | | | | Liabilities | | | 25 | | | 24,555 | |
| | | | 8 | | | 10,743 | | | Payables to affiliated companies | | | 0 | | | 11,272 | |
| Cash on hand and bank balances | | | 17 | | | 25,084 | | | | | | 0 | | | 11,272 | |
| | | | 17 | | | 25,084 | | | | | | | | | | |
| | | | 25 | | | 35,827 | | | | | | 25 | | | 35,827 | |
Note to contingent liabilities in accordance with § 251 of the German Commercial Code (HGB)
Income statement
for
DritteBV GmbH, Leverkusen,
for the period from January 1, 2005 to December 31, 2005
| | | 2004 EUR ’000 | | 2005 EUR | |
| General administration expenses | | | (7 | ) | | (10,495 | ) |
| Other operating expenses | | | | | | (248 | ) |
Operating result | | | (7 | ) | | (10,743 | ) |
Non-operating result | | | 0 | | | 0 | |
Income from ordinary operations / earnings before income taxes | | | (7 | ) | | (10,743 | ) |
| Income from loss transfer | | | 7 | | | 10,743 | |
| Net income/loss | | | 0 | | | 0 | |
| | | | | | | | |
Notes to the Financial Statements
of DritteBV GmbH, Leverkusen,
as of December 31, 2005
General
The accounting and valuation principles of Dritter BV GmbH used in the past have been retained in these financial statements.
To enhance clarity, certain items are combined in the income statement and balance sheet. These items are explained in the Notes.
The parent company, Bayer AG, Leverkusen, prepares consolidated financial statements that are available at the company’s headquarters.
Recognition and Valuation Principles
Receivables and other assets are recognized at nominal value. They are due within one year.
Other provisions are established to cover all foreseeable risks and uncertain liabilities. The provisions for uncertain liabilities reflect the amounts expected to be used.
Notes to the Balance Sheet
Receivables from and payables to affiliated companies have a term of less than one year.
The company has bank balances totaling €25,083.64.
Other Information
Management
The managing directors were:
Dr. Armin Buchmeier
Dirk Rosenberg
Leverkusen, January 30, 2006
DritteBV GmbH
( Dr. Buchmeier ) ( Rosenberg )
