The New York Stock Exchange (NYSE) has decided to suspend trading in Schering American Depositary Receipts (ADRs), and transfer them to the open market.
The NYSE is taking this action in light of the small number of outstanding Schering shares and ADRs following the acquisition of more than 95 per cent of the company by Bayer AG. It also plans to apply to the US Securities and Exchange Commission (SEC) for Schering to be delisted in the United States. Schering's reporting obligations toward the SEC remain unaffected.
The NYSE normally suspends trading in a stock if the number of outstanding securities falls below 600,000. On November 23, 2006, only about 518,000 outstanding ADRs remained in circulation.
This is neither an offer to purchase nor a solicitation of an offer to sell shares or American depositary shares of Schering AG. At the time of commencement of the mandatory compensation offer, Bayer GmbH (formerly Dritte BV GmbH) will file a tender offer statement with the U S SEC with respect to the mandatory compensation offer and Schering AG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC in respect of the mandatory compensation offer.
After the proposed offer of cash compensation by Bayer Schering GmbH (formerly Dritte BV GmbH), a wholly owned subsidiary of Bayer Aktiengesellschaft, in connection with the domination and profit and loss transfer agreement between Bayer Schering GmbH (formerly 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.