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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 11 / 13





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adequate cash compensation, and their Shares would no longer represent an equity interest in Schering, but only such right to such compensation. We note that the transfer of Shares in a Squeeze-out would occur by operation of German law upon registration of such resolution in the Comnlercial Register, and accordingly would not involve a tender offer. Accordingly, we do not believe that the transfers of Shares in the Squeeze-out would be subjcct to 11.S.tender offer rules.

To the extent the Offeror effects the Squeeze-out at a time at which the Put Rights continue to exist, the Shares of any renlainii~ Unaffiliated Scherillg Shareholder that has not exercised its Put Rights with respect to those Shares at the time the Squeeze-out is effected would be transferred to the Offeror pursuant to the Squeeze-out, without regard to whether the adequate conlpellsation to be paid to such Schering Shareholder in the Squeeze- out is higher or lower than the Put Price offered pursuant to the Put Rights. The Offeror has already announced, incl~xdin tlvough its filing of an anlelldlnent to its Schedule 13D filed with the Coinnlission on September 12, 2006, that it owns enough Shares to eCfect a Squeeze- out. I-Iowever, it is not yet certain when the Offeror will seek to effect the Squeeze-out and therefore whetlies the Put Rights will still be existing at that time. To enable any Unaffiliated Schcring Shareholder relnainillg at that time to decide whether to exercise the Put Rights or await the Squeeze-out, Rayer and the Offeror have represented to us that, if the Squceze-out would occur at a tilnc when Put Rights colltil~uto exist, the Offeror will announce, and file with the Colnlllission under cover of Schedule TO, iiot fewer than ten days prior to the date on which thc Squeeze-out will occur, the datc on which the Squeeze-out will be effective, and a colnparison of the Put Price to the adequate cash conlpellsation to be paid in the Squeeze- out.

Extension of the Subsequent Offer Period

Rule 14d-11 under the Exchangc Act allows an offeror to providc a subsequent offering period of tlvce to twenty business days. Applicable German law and the terins of the Dolnination Agreelnent require, however, that unaffiliated shareholders be cntitled to put their Shares against pron~ppaynlellt of the Put Price for a period of at least two lnontlls followillg the date that the registration of tlie Dolnination Agreelnellt in the Colnlllercial Register is deemed to be publicly announced in accordance with Scction 10 of the Colnnlercial Code, subject to extension in the event that dissentillg shareholders institute legal proceedings whereby the adequacy of the anlount of the Put Price or the Guaranteed Dividend is challenged and then is subject to review by the German courts (Spruchverfahren).We are unable to predict how long it nlight take to resolve any challellges of the alliount of the Put Price or the Guaranteed Dividend, but ullderstalld that they are quite likcly and that their resolution could take years; in solne cases, the resolution has taken Inore than five years. The Put Rights must under Gernlan law remain available thso~xghouthis time. Once all challc~~ghave been finally resolved, whether by final judicial determination, settlement, withdrawal or otherwise, the Offeror relnains obligated to purchase Shares at any unaffiliated shareholder's request purs~xallto the Put Rights (at the higher price deterlnillcd pursuant to tlie determillation or settlement, if applicable; for purposes of this letter "Put Price" includes any such higher price), for two lllonths after the date on which public an~~ouiicemeistnlade of the resolution of the last of slxch proceedings. This extension is requircd under Gernlan law so that unaffiliated shareholders can collsider for a period of time followillg final resohxtion of these proceedings whether to put their shares. We are therefore respectfully rcquestillg that the Staff of the Division of Corporation Finance grant to the Bayer Entities exeinptive relief fro111Rule 14d-11 under the Exchange Act, to allow, in

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