[German securities law mandates that all shares tendered must receive the best price offered to any shares in an acquisition, including shares bought in a separate tender or in a side deal. Shareholders of Schering AG can sit back and enjoy the show, knowing that they will get the best price anyone gets, whether it be from Bayer or from Merck.]
>> Bayer AG Announces It May Purchase Schering Shares in Open Market or Privately Negotiated Transactions at Prices Above Offer Price
Tuesday June 13, 3:00 am ET
- Dritte BV GmbH, a subsidiary of Bayer AG, may continue to purchase Schering shares in open market or privately negotiated transactions
- If Schering shares are purchased in such transactions at prices above EUR 86.00, as required by German law, Dritte BV GmbH will pay the highest such purchase price for all Schering shares tendered and accepted for purchase in the Schering tender offer, subject to satisfaction of the conditions to the offer, including the minimum acceptance threshold
LEVERKUSEN, Germany, June 13 /PRNewswire/ - Bayer Aktiengesellschaft ("Bayer AG") announced today that Dritte BV GmbH (the "Bidder") had purchased an additional 530,417 bearer shares with no par value (the "Shares") of Schering Aktiengesellschaft ("Schering") at EUR 86.00 per Share on Monday, June 12, 2006 in open market or privately negotiated transactions and may continue to purchase Shares in such transactions. As of 15:00 hours Frankfurt time / 9:00 a.m. New York City time on June 12, 2006, the Bidder held 45,321,928 Shares (23.36% of the nominal capital and voting rights of Schering).
Bayer AG, the Bidder or persons acting on their behalf may acquire Shares (but not American Depositary Shares ("ADSs") of Schering) in open market or privately negotiated transactions outside the United States. If any such purchases are made at prices above the tender offer price of EUR 86.00 per Share then, by operation of German law, the Bidder will automatically be obligated to pay the highest such price for all Shares it acquires in the tender offer, including all Shares represented by ADSs. Whether or not the offer price is increased by reason of such purchases, the Offer will expire on June 14, 2006 at 24:00 hours Frankfurt time / 6:00 p.m. New York City time. No assurance can be made that any purchases will be made or, if such purchases are made, as to the prices thereof.
From previous article: >>"It's become very difficult for Bayer to reach the threshold," said Silke Stegemann, an analyst at Landesbank Rheinland-Pfalz. "Either the deal will collapse or there could be an agreement between Merck and Bayer."
Stegemann said Merck could be interested in a marketing agreement or cooperation on the Parkinson's disease drug sarizotan, or a share of some Bayer markets or patent rights.<<
Recent news: Friday, June 23, 2006 · Last updated 1:24 a.m. PT
Merck stops work on Parkison's compound
THE ASSOCIATED PRESS
BERLIN -- German drug maker Merck KGaA said Friday it is dropping development of a new Parkinson's disease treatment after Phase III clinical trials failed to confirm the results of previous studies.
Darmstadt-based Merck said it decided "not to file for approval and not to pursue further development of the compound," known as Sarizotan, which was intended to treat advanced Parkinson's disease patients suffering from dyskinesia - or involuntary, jerky movements.
The trials, the company said in a brief statement, "did not confirm Phase II results or results from preclinical studies."
The setback comes after Merck lost out to Bayer AG in the race to acquire a third German drug maker, Schering AG.
Friday's news pushed down Merck's shares. In morning trading on the Frankfurt exchange, they dropped 5.2 percent to $88.78.
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