1
                                                               Exhibit (a)(1)(H)



This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase dated September 8, 2000, and the related Letter of
Transmittal and any amendments or supplements thereto and is not being made to
(nor will tenders be accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed made on behalf of the
Purchaser (as defined below) by ING Barings LLC, the Dealer Manager (as defined
below), or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock
(Including the associated Series A Junior Participating Preferred Stock Purchase
Rights) of Sybron Chemicals Inc. at $35 Net Per Share by Project Toledo
Acquisition Corp. a wholly owned subsidiary of Bayer Corporation a wholly owned
subsidiary of Bayer Aktiengesellschaft

Project Toledo Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Bayer Corporation, an Indiana corporation ("Parent")
and a wholly owned subsidiary of Bayer Aktiengesellschaft, a company organized
under the laws of the Federal Republic of Germany ("Bayer AG"), is offering to
purchase all outstanding shares of Common Stock, par value $.01 per share (the
"Shares"), of Sybron Chemicals Inc., a Delaware corporation (the "Company"),
together with the associated rights (the "Rights") to purchase Series A Junior
Participating Preferred Stock pursuant to the Rights Agreement dated as of
August 7, 1998, by and between the Company and Fleet National Bank, as Rights
Agent, as amended as of August 30, 2000, at $35 per Share (including the
associated Rights) (the "Offer Price"), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated September 8, 2000, and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Unless the context requires otherwise, all
references herein to Shares shall include the Rights. Tendering stockholders who
have Shares registered in their names and who tender directly to EquiServe Trust
Company, N.A. (the "Depositary") will not be obligated to pay brokerage fees or
commissions or, except as set forth in the Letter of Transmittal, transfer taxes
on the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders
who hold their Shares through a broker or bank should consult with such
institution as to whether it charges any service fees. The purpose of the Offer
is to acquire for cash as many outstanding Shares as possible as a first step in
acquiring the entire equity interest in the Company. Following the consummation
of the Offer, the Purchaser intends to effect the Merger (as defined below).

The Offer and withdrawal rights will expire at 12:00 midnight, New York City
time, on thursday, october 5, 2000, unless the offer is extended.
   2
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the Expiration Date (as defined below), a
number of Shares, which when added to the Shares then beneficially owned by the
Purchaser represent at least a majority of the total number of Shares
outstanding on a fully diluted basis and (2) the waiting period (and any
extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and any other similar and necessary foreign approvals or
waiting periods applicable to the purchase of Shares pursuant to the Offer
having expired or been terminated and all regulatory approvals required to
consummate the Offer and the Merger having been obtained and remaining in full
force and effect.

The Offer is being made pursuant to the Agreement and Plan of Merger dated as of
August 30, 2000 (the "Merger Agreement"), among the Company, Parent and the
Purchaser pursuant to which, following the consummation of the Offer and the
satisfaction or waiver of certain conditions, the Purchaser will be merged with
and into the Company, with the Company surviving the merger as a wholly owned
subsidiary of Parent (the "Merger"). At the effective time of the Merger, each
outstanding Share (other than Shares owned by Parent, the Purchaser or the
Company or by stockholders, if any, who are entitled to and properly exercise
appraisal rights under Delaware law) will be converted into the right to receive
the price per Share paid pursuant to the Offer in cash, without interest, as set
forth in the Merger Agreement and described in the Offer to Purchase. The Merger
Agreement provides that Parent or the Purchaser may assign any or all of its
respective rights and obligations to any direct or indirect wholly owned
subsidiary of Parent, but no such assignment shall relieve Parent of its
obligations under the Merger Agreement. Simultaneously with entering into the
Merger Agreement, Parent, the Purchaser and 399 Venture Partners, Inc., Richard
M. Klein and John H. Schroeder (collectively, the "Principal Stockholders")
entered into the Stockholder Agreement dated as of August 30, 2000 (the
"Stockholder Agreement"), whereby the Principal Stockholders have agreed, among
other things, to tender their Shares pursuant to the Offer. The Principal
Stockholders collectively own approximately 45% of all outstanding Shares. The
Merger Agreement and the Stockholder Agreement are more fully described in the
Offer to Purchase. The Board of Directors of the Company has unanimously
approved the Offer and the Merger and determined that the Offer and the Merger
are advisable and fair to and in the best interests of the Company and the
stockholders of the Company, and unanimously recommends that the stockholders of
the Company accept the Offer and tender their Shares pursuant to the Offer.

For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment pursuant to the Offer and thereby purchased, Shares properly tendered to
the Purchaser and not properly withdrawn as, if and when the Purchaser gives
oral or written notice to the Depositary of the Purchaser's acceptance for
payment of such Shares. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payment
from the Purchaser and transmitting payment to tendering stockholders. In all
cases, payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary of (a) the certificates for
such Shares or timely confirmation of book-entry transfer of such shares into
the Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase) pursuant to the procedures set forth in Section 2 of the
Offer to Purchase, (b) a Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees or,
in the case of a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase) and (c) any other documents required by the Letter of
Transmittal. Under no circumstances will interest be paid on the purchase price
of the Shares to be paid by the Purchaser, regardless of any extension of the
Offer or any delay in paying for such Shares.

The term "Expiration Date" means 12:00 midnight, New York City time, on
Thursday, October 5, 2000, unless and until the Purchaser, in its sole
discretion (but subject to the terms of the Merger Agreement), shall have
extended the period of time during which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date at which the Offer,
as so extended by the Purchaser, will expire. If the conditions to the Offer are
not satisfied on the Expiration Date then the Purchaser will extend the Offer
from time to time until the earlier of the date that such conditions are
satisfied or waived or the date that is thirty days (or if the conditions
relating to receipt of regulatory approvals has not been satisfied, sixty days)
from the initial Expiration Date. Any such extension will be followed by a
public announcement thereof no later than 9:00 a.m., New York City time, on the
next business day after the previously
   3
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
right of a tendering stockholder to withdraw such stockholder's Shares.

Except as otherwise provided below, tenders of Shares are irrevocable. Shares
tendered pursuant to the Offer may be withdrawn pursuant to the procedures set
forth below at any time prior to the Expiration Date and, unless theretofore
accepted for payment and paid for by the Purchaser pursuant to the Offer, may
also be withdrawn at any time after Monday, November 6, 2000. For a withdrawal
to be effective, a written or facsimile transmission notice of withdrawal must
be timely received by the Depositary at one of its addresses set forth on the
back cover of the Offer to Purchase and must specify the name of the person
having tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the name of the registered holder of the Shares to be withdrawn, if
different from the name of the person who tendered the Shares. If certificates
for Shares have been delivered or otherwise identified to the Depositary, then
prior to the physical release of such certificates, the serial numbers shown on
such certificates must be submitted to the Depositary and, unless such Shares
have been tendered by an Eligible Institution (as defined in the Offer to
Purchase), any and all signatures on the notice of withdrawal must be guaranteed
by an Eligible Institution. If Shares have been delivered pursuant to the
procedure for book-entry transfer as set forth in Section 2 of the Offer to
Purchase, any notice of withdrawal must also specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with the Book-Entry Transfer Facility's procedures.
Withdrawals of tenders of Shares may not be rescinded, and any Shares properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
Offer. However, withdrawn shares may be retendered by again following one of the
procedures described in Section 2 of the Offer to Purchase at any time prior to
the Expiration Date. Under the Merger Agreement and pursuant to Rule 14d-11
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Purchaser may, subject to certain conditions, elect to provide a subsequent
offering period following the Expiration Date. Regardless of whether or not the
events or the facts set forth in Section 14 of the Offer to Purchase have
occurred, if the Purchaser has acquired less than 90% of the Shares on the
Expiration Date, the Purchaser intends to elect to provide a subsequent offering
period. Under the Exchange Act, no withdrawal rights apply to Shares tendered
during a subsequent offering period and no withdrawal rights apply during the
subsequent offering period with respect to Shares tendered in the Offer and
accepted for payment. See Section 1 of the Offer to Purchase. All questions as
to the form and validity (including time of receipt) of notices of withdrawal
will be determined by the Purchaser, in its sole discretion, which determination
will be final and binding. None of the Purchaser, Parent, Bayer AG, the Company,
the Depositary, the Information Agent, the Dealer Manager or any other person
will be under any duty to give notification of any defects or irregularities in
any notice of withdrawal or incur any liability for failure to give any such
notification. The Company has provided the Purchaser with the Company's
stockholder lists and security position listings for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase and the
related Letter of Transmittal and other relevant materials will be mailed to
record holders of Shares and furnished to brokers, dealers, banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the Company's stockholder lists, or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.

The receipt of cash in exchange for Shares pursuant to the Offer or the Merger
will be a taxable transaction for U.S. federal income tax purposes and may also
be a taxable transaction under applicable state, local or foreign tax laws. In
general, a stockholder who receives cash in exchange for Shares pursuant to the
Offer or the Merger will recognize gain or loss for U.S. federal income tax
purposes equal to the difference, if any, between the amount of cash received
and such stockholder's adjusted tax basis in the Shares exchanged therefor.
Provided that such Shares constitute capital assets in the hands of the
stockholder, such gain or loss will be capital gain or loss, and will be
long-term capital gain or loss if the holder has held the Shares for more than
one year at the time of sale. The maximum U.S. federal income tax rate
applicable to individual taxpayers on long-term capital gains is 20%, and the
deductibility of capital losses is subject to limitations. All stockholders
should consult with their own tax advisors as to the particular tax consequences
of the Offer and the Merger to them, including the applicability and effect of
the alternative minimum tax and any state, local or foreign income and other tax
laws and of changes in
   4
such tax laws. For a more complete description of certain U.S. federal income
tax consequences of the Offer and the Merger see Section 5 of the Offer to
Purchase.

The Purchaser expressly reserves the right to waive any condition to the Offer
or modify the terms of the Offer, subject to (a) the terms of the Merger
Agreement, which contain certain conditions that may not be waived and
modifications that may not be made without the consent of the Company, and (b)
the rules and regulations of the United States Securities and Exchange
Commission.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under
the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference.

The Offer to Purchase and Letter of Transmittal contain important information
and should be read carefully and in their entirety before any decision is made
with respect to the Offer.

Questions and requests for assistance may be directed to the Information Agent
or the Dealer Manager, as set forth below. Requests for copies of the Offer to
Purchase, the Letter of Transmittal and all other tender offer materials may be
directed to the Information Agent as set forth below, or brokers, dealers,
banks, trust companies or other nominees, and copies will be furnished promptly
at the Purchaser's expense. No fees or commissions will be payable to brokers,
dealers or other persons (other than the Dealer Manager and the Information
Agent) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms Call: (800) 662-5200

Shareholders Please Call: (800) 566-9061

The Dealer Manager for the Offer is:
ING BARINGS - logo
55 East 52nd Street
New York, NY 10055
Call: (877) 446-4930 (ext. 6677)
September 8, 2000


LATEST PROOF #6