Bayer Schering Pharma AG will terminate registration with the U.S. SEC
Berlin/Leverkusen – Bayer Schering Pharma AG, Berlin, Germany will terminate its registration with the U.S. Securities and Exchange Commission (SEC). This is a further logical step following the company’s acquisition by the Bayer Group, which now owns more than 96 percent of the stock. The New York Stock Exchange (NYSE) announced in November 2006 the suspension of trading in Schering’s American Depositary Receipts (ADRs) and transferred them to the over-the-counter market. Moreover, the Extraordinary Stockholders’ Meeting of Bayer Schering Pharma AG on January 17, 2007 resolved to effect a squeeze-out of the remaining minority stockholders.
Submission of the deregistration application to the SEC means that Bayer Schering Pharma AG will no longer be subject to the specialized regulatory reporting obligations in the United States.
Changes in U.S. securities regulation permit non-U.S. companies that have previously registered their shares with the SEC to terminate registration when average daily trading volume in the United States accounts for 5% or less of worldwide average daily trading volume. This applies to Bayer Schering Pharma AG. Among the reasons why the Board of Management of the Bayer subsidiary decided to terminate the registration was to reduce the workload involved in meeting specific SEC reporting requirements entailed under the Securities Exchange Act of 1934.
Bayer Schering Pharma AG is filing Form 15F with the Securities and Exchange Commission today. Form F15 provides the necessary information to the SEC to effect deregistration. Bayer Schering Pharma AG expects that deregistration will become effective 90 days after the filing of Form 15F. As a result of today’s filing, Bayer Schering Pharma AG will no longer be required to file special annual reports, including the annual report 2006, on Form 20-F with the SEC. Bayer AG’s reporting requirements are unaffected by this application.
Bayer Schering Pharma AG has not arranged for listing or registration of its ordinary shares and ADRs on any other U.S. national securities exchange or for quotation of these securities in any quotation medium, as defined in Rule 15c2-11 under the Exchange Act. The shares will remain listed on the Frankfurt Stock Exchange and the other German stock exchanges until the completion of the mandatory purchase by the Bayer Group. The Frankfurt Stock Exchange constitutes the primary trading market for the ordinary shares.
The delisting and deregistration do not affect Bayer Schering Pharma’s business strategy in the United States. The company will continue to make English translations of its annual reports, financial statements and other press releases available at its Website at www.schering.de.
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