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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 6 / 13





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of the Doillination Agreenlent in the Commercial Register is deemed publicly annouiiced by the local court responsible for the Conlmercial Register in accorda~lc with Section 10 of the Gernlan Commercial Code (I-landelsgesetzbuch, the "Con~mercialCode") and continue for 20 business days as required by Rule 14e-1(a) under the Exchange Act. We hereby rcquest that the Staff of the Division of Corporation Finance graiit the Bayer Entities exenlptive rclief from the provisions of Rule 14d-11 under the Excha~lg Act to allow a subsequent offering period which would begin on the day following the twentieth business day following the Conlnlencenlent Date and end on the date that is two nlonths after the Registration Annoui~cc~lleDatc, subject to extension to the extent required by German law (the "Subsequent Offer ~eriod").In addition, we reqncst that the Staff of the Division of Corporation Finailce grant the Bayer Entities exenlptive relief froill the provisions of Rule 14d-lO(a)(2) and Rule 14d-1l(f) under the Exchange Act to allow the required payillent of Statutory Iilterest on the Put Price (and the related potential reduction of such Statutory Interest payillent in connection with the payment of any required Guaranteed Dividend) and confirm that it will not reconlnlend any enforcement action against any of the Baycr Entities under Rule 14c-1(b) under the Exchange Act, in connection with the payillent of fluctuating offer consideration during the Initial Offer Period and the Subsequent Offer ~ e r i o d . ~

The Offeror acknowledges that, to the extent the Put Rights senlain outstanding after July 6, 2007, the last day of the one-year period following the terillination of the Volruiitary Tender Offer, it will be sub-jectto the requirenlents of Rule 13e-3 under the Exchange Act. The Offeror does not request exeinptive relief with respect to these obligations under Rulc 13e-3 in this letter.

Background Information

A description of the terms and conditioils of the Voluntaiy Tender Offer, as well as certain background information relating to the Bayer Entities, Schering and the Shares, is set forth in letters of Lathaill & Watkiils filed with the Coillillission on April 12, 2006 and June 12,2006 (the "Original No-Action Request Letters"), copies of which are attached hereto for the convenience of the Staff, and in the Offer Docunlent filed as Exhibit (a)(l)(A) to the Schedulc TO filed by the Bayer Entities 011 April 13, 2006, as amended.

Pursuant to, outside of and following the Voluntary Tender Offer con~pleted on July 6,2006, the Offeror acquired a total of 181,553,299 Shares, representing approxiillately 95.1 12% of the Shares (excluding treasury shares) outstalldillg as of September 8,2006.

1 Wc believe that the relicf requested is virt~iall identical to the relief granted by the Commission in: Offer by BCP Crystal Acq~~isiti CJnlbH & Co., et al for Celanese AG, File No. 5-57467 (Dcc. 16, 2004); and co~isistc~wrth thc rel~e granted by the Comn~~ssio1na number of sinlilar transactions Offer by Sanofi- Synthelabo for Ordinary Shares and ADSs of Ave~it (June 10, 2004), Serena Software, Inc. Offer for Shares and ADSs of Merant plc (April 13, 2004), Schlumbcrger Lim~ted' Offer for Serna plc (March 2, 2001); and Anlerada Hess Corporati011Offer for Shares and ADSs of LASMO plc (December 13, 2000).

2 We believc that the relief requested is VJI-tuall identical to the relief granted by thc Comnliss~o in the Offer by BCP Crystal Acquisition CJnibH & Co ,et a1 for Cela~ies AG, F ~ l No. 5-57467 (Dec. 16, 2004).

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