Way clear for Bayer bid for Schering AG

The Leverkusen, Germany-based Bayer Group has now gained control of a total of 88.0% of Schering AG's approximately 191 million issued and outstanding shares. Reaching a three-quarters majority was the last remaining condition of the takeover offer in what has become an epic journey, frustrated most recently by fellow German drugmaker Merck KGaA's buying of shares in Schering, for which it first made a hostile bid earlier this year (Marketletters passim).

Merck's actions caused Bayer to have to buy the firm's holding in Schering at 89 euros a share, a premium to the 86 euros bid it made for the company, and this price had to be extended to all other shareholders, even those who had already tendered their holdings. Both the European Union Commission and the US antitrust authorities have already given their unconditional approval for the deal to go through.

By the expiration of the acceptance period on June 14, 87.3 million Schering shares had been tendered to Bayer under the takeover offer. This is equivalent to 45.7% of the issued and outstanding Schering shares. In addition, by the same date, Bayer had acquired 77.8 million Schering shares, or 40.7% of the company's issued and outstanding shares, either on the stock market or directly, or from Merck KGaA. The minimum acceptance threshold of 75% was therefore exceeded. A further 2.9 million Schering shares, or 1.5%, were purchased by the Bayer Group thereafter.