As filed with the Securities and Exchange Commission on March 29, 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) of the Securities
Exchange Act of 1934
Schering AG
(Name of Subject Company (issuer))
Dritte BV GmbH
Bayer Aktiengesellschaft
(Name of Filing
Persons (offerors))
Ordinary Shares,
no par value
(Title of Class of Securities)
DE0007172009
(CUSIP Number of Class of Securities)
American Depositary Shares
(each representing one Ordinary Share)
(Title of Class of Securities)
806585204
(CUSIP Number of Class of Securities)
Dr. Roland Hartwig
Bayerwerk,
Gebaeude W11
Kaiser-Wilhelm-Allee
51368 Leverkusen
Germany
+49 (214) 3081195
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
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Charles
Nathan, Esq. |
Dr.
Joachim von Falkenhausen |
________________
CALCULATION OF FILING FEE
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Transaction Valuation* |
Amount of Filing Fee |
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N/A |
N/A |
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* |
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This filing relates solely to preliminary communications made before
the commencement of a tender offer, so no fee is payable. |
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o |
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Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
Filing Party: |
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Form or Registration No.: |
Date Filed: |
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ý |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes below to designate any transaction to which the statement relates: |
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ý |
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third-party tender offer subject to Rule 14d-1. |
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o |
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issuer tender offer subject to Rule 13e-4. |
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o |
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going-private transaction subject to Rule 13e-3. |
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o |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
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Exhibit List |
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Description |
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99.1 |
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Ad-hoc Report "Bayer announces the launch of a EUR 2 billion subordinated mandatory convertible bond," dated March 29, 2006. |
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99.2 |
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Press release "Bayer announces the launch of a EUR 2 billion mandatory convertible bond," dated March 29, 2006. |
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99.3 |
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Ad-hoc Report "Bayer successfully placed a EUR 2 billion subordinated mandatory convertible bond," dated March 29, 2006. |
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99.4 |
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Press release "Bayer—EUR 2 billion mandatory convertible bond successfully placed," dated March 29, 2006. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 29, 2006
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Bayer Aktiengesellschaft |
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By: |
/s/ DR. ROLAND HARTWIG |
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Name: Dr. Roland Hartwig |
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Title: General Counsel |
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By: |
/s/ DR. ALEXANDER ROSAR |
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Name: Dr. Alexander Rosar |
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Title: Head of Investor Relations |
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Dritte BV GmbH |
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By: |
/s/ DR. ARMIN BUCHMEIER |
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Name: Dr. Armin Buchmeier |
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Title: Managing Director |