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Securities Exchange Act of 1934 Rule 14d-11; Rule 14d-11(f) Rule 14d-10(a)(2) Rule 14e-1(b) - page 10 / 13





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Guaranteed Dividend as described above) and receive the applicable Put Price within a few days. During the Exercise Period, the Offeror is required under applicable German law to accept Shares of any unaffiliated shareholder that requests the Offeror to purchase them and make proinpt payillent of the applicable Put Price.

In order to coilduct the Put Rights in compliance with Sections 14(d) and 14(e) of the Exchange Act and the rules and regulations promulgated thereunder (except to the extent permitted pursuant to the relief rcquested herein) while still coillplyiilg with the require~llent of Gcrillan law and practice, we intend to structure the Put Rights so that, froill a U.S. securities law perspective, it initially runs 20 business days from its conlmencement on the Registration Announcemeilt Date (the "Initial Offer Period"). Although under German law an unaffiliated shareholder can surrender its Shares and receive the Put Price very quickly, to conlply with U.S. tender offer rules, we illtend to grant 1J.S. shareholders who exercise thcir Put Right with respect to their Shares the right to withdraw during the Initial Offer Period by waiting to accept their Shares and pay the Put Price (plus the Statutory Interest mandated under German law from but excluding the Effective Date) until the expiration of the Initial Offer Period. The Put Rights will be consunlmated with respcct to the U.S. shareholders on that date and those who have exercised their Put Right with respect to their Sharcs at any time before that date will receive their Put Price (together with the Statutory Interest accrued thereon) pronlptly thereafter. Following conlpletion of the Initial Offer Pcriod, we intend to conlinence the Subsequent Offer Period, during wl~ic payillent of the Put Price (and Statutory Interest accrued thereon) will be made proillptly as and wheil Shares are surrendered, but during which withdrawal rights will no longer be providcd. Assuil~in thc exemptive relief requested ill this letter is granted, the Subscquent Offer Period will run until thc Exercisc Period expires undcr applicable German law.

Tlie Offeror will make payments to the unaffiliated shareholders who surrender their Shares in the same manner and currency as in the Voluntary Tender Offer as described in the Original No-Action Request Letter. If, at any point during the Exercise Period, thc Shares beconle eligible for deregistration under the Exchailgc Act, we expect that Schering would effect sllch deregistration. However, for the duration of the Exercise Period, the Bayer Entities would coiltiilue to conlply with Sections 14(d) and 14(e) of the Exchange Act and the rulcs and rcgulations proillulgated thereunder (except to the extent perinittcd pursuailt to the relief requested herein), unless and until they request, and are granted, further relief fro111the Staff of the Commission.

As noted above, the Offeror currently owns more than 95% of the share capital of Schering. This enal3les it to effect a conlpulsory acquisition of all renlaining Shares held by Unaffiliated Shareholders, or "squeeze-out" (the "Squeeze-out"), pursuant to Sections 327a et seq of the German Stock Corporatioil Act (AktG). In the Squeeze-out, the Shares held by any Ilnaffiliatcd Schering Shareholders that continue to hold Shares on the effective date of the Squecze-Out would be transferred by operation of law to the Offeror in exchange for adequate cash conlpeilsatioil (BarahJindung). The cash conlpe~lsatio would be set by a new procedure very similar to that which took place ill conllectioil with the Put Rights. The Squeeze-out would be subject to thc approval of the holders of a simple majority of the votes cast at a gcneral sl~areholders'meeting of Schcrii~g,which approval would be assured duc to the Offeror's holding in excess of 95% of the Shares. This resolutioil would be binding upon all Unaffiliated Schering Shareholders renlainiilg at that time, and no holder could choose thereafter to rcillain a securityholder of Schering. Following a Squeeze-out, the foriller renlaillirlg Unaffiliated Schering Sccurityholders would only havc a right to receivc the

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