Ladies and gentlemen,
In the course of a public takeover offer to the stockholders of Schering AG Bayer is willing to pay EUR 86 in cash for each Schering share or ADS (American Depositary Share). This corresponds to a transaction with a total value of EUR 16.5 billion. The offer price is 61 percent above the unweighted average Schering share price during the twelve months before the occurrence of initial speculation regarding a takeover. The Supervisory Board of Bayer AG has approved the proposed transaction. The Board of Management of Schering AG welcomes Bayer's proposal and has stated its intention to approve the planned takeover offer and recommend acceptance by the company's stockholders. The acceptance period for this offer begins on April 13 and ends on May 31 2006
Why should you accept the offer?

The shareholders and owners of ADSs of Schering AG can benefit from accepting the offer:
Bayer is offering EUR 86 in cash for every Schering share or ADS. The offer price is around 61 percent above the unweighted average Schering share price during the twelve months before the occurrence of the initial speculation regarding a takeover. The acceptance period for this offer begins on April 13 and ends on May 31, 2006.

Please note that the offer document (scheduled publication: mid-April), by which the takeover offer is solely governed, contains further information on the topics considered below. The following details should therefore be read in conjunction with the information contained in the offer document and the additional publications.

Our reasons for the offer
“The proposed takeover of Schering is in line with our strategic objective of further growing our health care business, especially in the area of pharmaceutical specialty products, thus substantially strengthening our Bayer HealthCare subgroup in its role as a primary growth engine for the Bayer Group.”

Werner Wenning,
Chairman of the Board of Management of Bayer AG
We are convinced that merging the two companies will create a health care heavyweight of international standing with a strong market position based on an innovative product portfolio and a well-stocked pipeline.

We believe this merger to be an appropriate, compelling and value-creating step which will also benefit our stockholders, employees, customers and patients.

It is also the best way of reasserting the importance of Germany as a pharmaceutical industry base.

The planned acquisition of Schering is consistent with Bayer HealthCare's stated strategy to strengthen its pharmaceuticals business with a focus on specialty care. It will enable Bayer to increase the specialty products' share of its pharmaceutical sales from the current level of 25 percent to around 70 percent, thus giving the company a leadership position in this highly attractive business.

We are convinced that this planned acquisition will be a very important step toward a successful future. It will give us leadership positions in the pharmaceutical specialties business, allowing us to take a top global role in all areas of the business.

Moreover, with a share of almost 50 percent in our overall portfolio, our health care business will be by far the largest Bayer subgroup. With this acquisition, we would expand the contribution of our life sciences business to total sales by our subgroups from 60 percent at present to around 70 percent, thus significantly reducing our dependence on cyclical economic developments.

In this way, we will achieve a further milestone in implementing our motto of Bayer: Science For A Better Life.