Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7) 

Bayer Schering Pharma Aktiengesellschaft

(formerly Schering AG)

(Name of Subject Company (issuer))  

Bayer Schering GmbH

(formerly Dritte BV GmbH)

Bayer Aktiengesellschaft

(Name of Filing Persons (offerors))  

Ordinary Shares, no par value

(Title of Class of Securities)

DE0007172009

(CUSIP Number of Class of Securities)  

American Depositary Shares

(each representing one Ordinary Share)

(Title of Class of Securities)

806585204

(CUSIP Number of Class of Securities)  

Dr. Roland Hartwig

Bayerwerk, Gebaeude W11

Kaiser-Wilhelm-Allee

51368 Leverkusen

Germany

+49 (214) 3081195

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Filing Persons)

With copies to:

Ward A. Greenberg

Cleary Gottlieb Steen & Hamilton LLP

Neue Mainzer Strasse 52

60311 Frankfurt am Main

Germany

+49 69 97103 0

CALCULATION OF FILING FEE

 

 

 

 

Check the appropriate boxes below to designate any transaction to which the statement relates:

  

 

 

This Amendment No. 7 to Schedule TO (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (as it may be amended and supplemented from time to time, the “Statement”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2006 by Bayer Schering GmbH (formerly Dritte BV GmbH), a limited liability company organized under the laws of the Federal Republic of Germany (the "Bidder") and a wholly-owned subsidiary of Bayer Aktiengesellschaft, a stock corporation organized under the laws of the Federal Republic of Germany ("Bayer") and Bayer relating to the mandatory offer (Angebot auf angemessene Barabfindung) required pursuant to §305(1) of the German Stock Corporation Act, to purchase all of the issued and outstanding bearer shares, no par value (the "Shares"), including those Shares represented by American Depositary Shares ("ADSs"), of Bayer Schering Pharma Aktiengesellschaft (formerly Schering Aktiengesellschaft), a stock corporation organized under the laws of the Federal Republic of Germany ("Bayer Schering Pharma"), held by unaffiliated shareholders of Bayer Schering Pharma, at their request, at a purchase price of EUR 89.36 per Share in cash, with interest in the circumstances and at the rate described in the Offer Document, dated November 30, 2006 (the “Offer Document”). The terms and conditions of the mandatory offer (as it may be amended or supplemented from time to time, the "Mandatory Offer") are described in the Offer Document, a copy of which was originally filed as Exhibit (a)(1)(A), and, where applicable, the related U.S. Declaration of Tender and ADS Letter of Transmittal and the instructions thereto, copies of which were originally filed as Exhibits (a)(1)(B) and (C), to the Statement. Except as otherwise indicated, the information set forth in the Statement remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.

 

 

 

 

 

Additional Disclosure and Amendments to the Offer Document

Items 1 through 11 of the Statement, to the extent such Items incorporate by reference the information contained in the Offer Document, are hereby amended and supplemented as follows:

 

“Effective September 25, 2008, the squeeze-out transfer of all remaining Schering Shares outstanding, held by the remaining Unaffiliated Schering Shareholders, to the Bidder, in exchange for a Squeeze-out Compensation of EUR 98.98 per Schering Share occurred by operation of German law upon the registration in the commercial register of the local court of Berlin-Charlottenburg, Germany of the squeeze-out resolution passed at the extraordinary general meeting of Schering AG on January 17, 2007. After effectiveness of the squeeze-out, the Bidder now holds 100% of the Schering Shares. Pursuant to the terms of the deposit agreement relating to the Schering ADRs (the "Deposit Agreement"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), will convert the Squeeze-out Compensation of EUR 98.98 per Schering Share it receives for the Schering Shares represented by Schering ADSs into U.S. dollars. Holders of Schering ADSs may receive their pro rata share of the Squeeze-out Compensation in U.S. dollars by surrendering their Schering ADSs to the Depositary pursuant to and in compliance with the procedures set forth in the Deposit Agreement (including payment of any applicable fees, charges and expenses). Upon cancellation of the surrendered Schering ADSs, the Depositary will pay to the related holder thereof the applicable pro rata share of the Squeeze-out Compensation as converted into U.S. dollar net of any applicable fees, charges and expenses.

The Subsequent Tender Period has terminated by operation of law upon the effectiveness of the squeeze-out.

Bayer Schering Pharma Aktiengesellschaft intends to terminate the Deposit Agreement in accordance with the terms thereof at the earliest feasible date. In this case, the Depositary will send a notice of termination as provided in and pursuant to the Schering ADSs.”

 

  

 

 

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Additional Exhibits

Item 12 of the Statement is hereby amended and supplemented by adding the following exhibit thereto, which exhibit is filed as part of this Amendment:

 

 

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 26, 2008