Schering's executive, supervisory boards recommend acceptance of Bayer takeover offer

By Angela McDaniels

Seattle, April 18 - Schering AG said its supervisory board has decided to recommend to the company's shareholders that they accept Bayer AG's offer to acquire all of Schering's shares for €86 each in cash. Schering's executive board announced its support for the plan on March 24.

Bayer's offer represents a premium of 29% over the stock's closing price on March 10 and values Schering's equity at €16.3 billion based on 190 million shares outstanding, according to a company news release.

In a joint opinion, the executive and supervisory boards said they based their decision to support the takeover offer on the 29% premium and their view that the offer reflects "in a fair way the potential and future perspectives of the Schering Group."

The boards said their assessment is supported by fairness opinions provided by Morgan Stanley and Dresdner Kleinwort Wasserstein and is confirmed by BDO Deutsche Warentreuhand AG Wirtschaftsprufungs-gesellschaft.

"Bayer's proposal has been carefully examined considering the interests of all stakeholders. It includes a fair price and additional important commitments. Therefore we are convinced that it is a good offer," chairman of the board of Schering, Hubertus Erlen, said in the release.

"By joining forces, we will create an internationally successful specialized pharmaceutical business with a promising future."

If the acquisition is approved by shareholders, the new business will be named Bayer Schering Pharma and will be based in Berlin.

The executive boards of both companies agreed to share any staff reductions in a "fair and balanced way" and to carry them out in a "socially responsible manner," according to the release.

Schering AG is a Berlin-based pharmaceutical company.

Bayer is based in Leverkusen, Germany, and develops health care and nutrition products.

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