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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 13 / 13





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Statutory Illtercst accrued and any reductiolls thcreof as a result of any Guaranteed Dividcild paylllents being made.

Rule 14d-11(f) under the Exchange Act requires that the alnoullt of collsideratioll being offered during the Subsequent Offer Period be the samc as that offered during the Initial Offer Period. By virtue of the daily accrual of the Statutoly Interest, however, and the potential reductioll thereof that will occur if Guaranteed Dividend paylnents are made, as required by applicable Gcnnan law, this is not perlnissible under Gerlnall law in the context of the Put Rights. We are therefore respectfully requesting that the Staff of the Division of Col-poration Finance grant to the Bayer Entities exelnptive relief under Rule 14d- 11(f) to offer collsideratioll during the Subsequent Offer Period which differs from that offered during the Initial Offer Period solely by virtue of the Statutory Interest accrued and ally rcductiolls thercof as a result of any Guasanteed Dividend paylnents being made.

We believe the relief requested hereill with respect to the paylnent of Statutory Interest on thc Put Price is vistually identical to the relief granted by the Coinlnissioll with respect to the Offer by BCP Crystal Acquisitioll GmbH & Co., et a1 for Celanese AG, File No. 5-57467 (Dec. 16,2004).

Request for Relief

Based on the foregoing, we respectfully request that each of the Bayer Entities be granted exemptive relief and no action relief from the provisiolls of Rules 14d-10(a)(2), 14d-11, 14d-11(f) and 14e-1(b) prolnulgated under the Exchange Act in order to grant and perlnit exercises of the Put Rights in accordallce with lnalldatory Gerlnan law.

If you have ally questions or require any f~lrtheinforlnation, please contact the ulldersigllcd at t-49 69 97103-0. If for ally reasoll you do not concur with any of the views expresscd in this lettcr, we respectfillly rcquest an oppodunity to confer with you before the issuance of any written response.

Very tluly yours,


Ward A. Gseenberg

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