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.
The following press release was published on Schering Aktiengesellschaft's website. In order to access the press release, a reader must confirm that the reader has read and accepted the following statement:
After 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, 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).
Berlin, September 9, 2006
Announcement made by Bayer AG on September 9, 2006:
Schering acquisition: Bayer reaches squeeze-out threshold. Bayer has purchased further shares of Schering on the stock market and on Friday, September 8, 2006 increased its holding to more than 95 percent, the proportion required to effect a “squeeze-out” of minority stockholders.
“We are pleased this threshold has been reached,” said Bayer Management Board Chairman Werner Wenning. “But the next decisive step is for the Extraordinary Stockholders’ Meeting of Schering AG to resolve on the domination and profit and loss transfer agreement. That is essential for the integration of Schering.” On Wednesday, September 13, 2006, Schering stockholders will vote on the domination and profit and loss transfer agreement with Bayer subsidiary Dritte BV GmbH.
