euro adhoc: Schering AG / Mergers - Acquisitions - Takeovers / Bayer offer remains unchanged despite voluntary Ultravist® Injection 370 mgI/ml recall and insufficient results of clinical Phase III tri

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Disclosure announcement transmitted by euro adhoc.
The issuer is responsible for the content of this announcement.
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31.07.2006

Schering AG, Germany is voluntarily recalling its X-ray contrast
agent Ultravist Injection 370 mgI/mL (iopromide injection) due to the
potential that particulate matter in conjunction with crystallization
may be present in the product. This recall does not include other
concentrations of Ultravist (150 mgI/ml, 240 mgI/ml, 300mgI/ml).
Production of Ultravist 370 mgI/ml in China and Korea is not
affected, and domestic supply in these two countries will continue.
In Japan, only Proscope® 370 mgI/ml, in Spain, also Clarograf® 370
mgI/ml is affected.

Schering is undertaking this recall of Ultravist 370 mgI/ml due to
the possible presence of particulate matter in conjunction with
crystallization in consideration of the potential for thromboembolic
safety problems if the product is administered to patients.

Schering AG further announced today results observed in two recently
completed placebo-controlled, randomized, double-blind clinical
studies of sargramostim for the treatment of Crohn's disease. Results
from the Phase III induction trial (n.o.v.e.l. 4) suggested a
treatment benefit but failed to demonstrate superiority in the two
primary endpoints of response and/or remission at eight weeks
compared to placebo. However, primary and secondary endpoints were
met in the n.o.v.e.l. 2 study. This Phase II trial demonstrated that
sargramostim was significantly more effective than placebo for
induction of corticosteroid-free clinical remission in
steroid-dependent Crohn’s disease patients.

Schering AG is conducting an in-depth analysis of the data and will
be in contact with regulatory agencies to discuss any potential
adjustments to the development program in order to make sargramostim
available for Crohn’s disease patients.

The Executive Board of Schering AG cannot exclude that both
informations will slightly depress the company’s value. On the
current information basis it was not possible to evaluate and
quantify negative impacts resulting from sargramostim clinical trials
results. With respect to the recall of Ultravist 370 mgI/ml KPMG
Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, who was instructed parallel to the
evaluation process at Schering, came in a first indicative assessment
to the conclusion that the recall may have a negative impact on the
company’s value in the amount of EUR 0.74 per Schering share. In
connection with the planned domination and profit and loss transfer
agreement between Bayer subsidiary Dritte BV GmbH and Schering AG
jointly instructed appraiser KPMG had informed the Executive Board of
Schering AG on July 26, 2006 that the value per Schering share
amounted to EUR 87.63 (equivalent to a total value of Schering AG of
EUR 16.723 billion). The valuation was based on the principles of the
Standard S1 of the Institute of Chartered Accountants for the
implementation of company valuations (IDW S1). On the basis of the
KPMG valuation Bayer AG had offered to Schering AG to agree on a
compensation payment of EUR 89.00 and a guaranteed dividend in the
amount of EUR 3.62 (net) per share under the domination and profit
and loss transfer agreement.

The Executive Board of Bayer AG informed Schering AG today that this
offer remains unchanged despite the recall of Ultravist 370 mgI/ml
and the sargramostim clinical trial results. Executive Board of
Schering has decided to accept the Bayer offer and, subject to
approval of the Schering Supervisory Board, to enter into the
domination and profit and loss transfer agreement.

Legal Instruction

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).

end of announcement euro adhoc 31.07.2006 13:05:25
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ots Originaltext: Schering Aktiengesellschaft
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Oliver Renner
Leiter Corporate Business Communication
Tel.: +49 (0)30 468 12431
Fax: +49 (0)30 468 16646
E-Mail: oliver.renner@schering.de

Branche: Pharmaceuticals
ISIN: DE0007172009
WKN: 717200
Index: DAX, CDAX, HDAX, Prime All Share
Börsen: Baden-Württembergische Wertpapierbörse / regulated dealing
Niedersächsische Börse zu Hannover / regulated dealing
New York / ADR
Frankfurter Wertpapierbörse / official dealing/prime standard
Börse Berlin-Bremen / official dealing
Hamburger Wertpapierbörse / official dealing
Börse Düsseldorf / official dealing
Bayerische Börse / official dealing