June 09, 2006

Merck's actions in respect of Schering incomprehensible

Bayer now purchasing Schering stock on the market / Takeover offer remains valid

Leverkusen – The Bayer Group is surprised at Merck‘s actions in respect of
Schering. The company‘s approach is incomprehensible for three reasons:


1. Merck is now paying a price for Schering shares which, just a few weeks ago,
it described as unjustified for the takeover of the company. This was the
reason Merck gave at the time for withdrawing its takeover offer.


2. Merck‘s actions therefore have all the semblance of a blocking tactic
designed to hinder Bayer‘s acquisition of Schering shares. Such an approach is
not known to have been taken by strategic investors in the past.


3. Merck has not notified the market of its subsequent intentions in any of its
statements so far, therefore leaving investors and the parties involved
uncertain as to its strategy.


Bayer CEO Werner Wenning commented: “We still believe that merging the
pharmaceuticals activities of Schering and Bayer is a very logical approach
that should create sustained value. We are therefore resolved to pursue the
proposed takeover. In order to strengthen our position, we began purchasing
Schering shares on the market on Friday. We hope that Merck‘s intervention will
not prejudice Schering‘s development.”



Important information:<br/>

This is neither an offer to purchase nor a solicitation of an offer to sell
shares or American depositary shares of Schering AG. The offer has been made by
Dritte BV GmbH, a wholly-owned subsidiary of Bayer AG, for all bearer shares
with no par value of Schering AG (including all bearer shares with no par value
represented by American depository shares). The terms and conditions of the
offer, including any possible extension of the acceptance period in case of a
competing offer by a third party, have been published in the offer document
after the permission of the German Federal Financial Supervisory Authority
(Bundesanstalt fur Finanzdienstleistungsaufsicht, BaFin) has been obtained on
April 12, 2006. Dritte BV GmbH also has filed a tender offer statement with the
U.S. Securities Exchange Commission (SEC) with respect to the takeover offer.
Investors and holders of shares and American depositary shares of Schering AG
are strongly advised to read the tender offer statement and other relevant
documents regarding the takeover offer filed by Dritte BV GmbH with the SEC
because they contain important information. Investors and holders of shares and
American depositary shares of Schering AG will be able to receive these
documents free of charge at the SEC‘s web site (www.sec.gov), or at the
web site www.bayer.com.

This is not an offer of Bayer AG‘s securities for sale in the United States. No
such securities have been registered under the U.S. Securities Act of 1933, as
amended, and no such securities may be offered or sold in the United States
absent registration or an exemption from registration. Any public offering of
securities to be made in the United States must be made by means of a
prospectus that contains detailed information about the issuer, its management
and its financial statements.

Bayer AG has been granted exemptive relief from the provisions of Rule 14e-5
under the U.S. Securities Exchange Act of 1934, as amended, permitting it (or
Dritte BV GmbH or certain of its other affiliates or financial institutions on
its behalf) to make purchases of shares of Schering AG outside of the takeover
offer until the end of the offer period, subject to certain conditions.
Accordingly, to the extent permissible under applicable securities laws and in
accordance with normal German market practice, Bayer AG, Dritte BV GmbH or its
nominees or its brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, shares of Schering AG outside the
United States, other than pursuant to the offer, before or during the period in
which the offer is open for acceptance. These purchases occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases are disclosed as required by
applicable securities laws.

The distribution of this announcement and the offer and sale of the securities
described in this announcement in certain jurisdictions may be restricted by
law. Any persons reading this announcement should inform themselves of and
observe any such restrictions. This announcement may not be taken, distributed
or transmitted, directly or indirectly, in any form in or into Italy, Canada or
Japan.

This communication is directed only at persons who (i) are outside Italy, the
United Kingdom, Canada or Japan or (ii) have professional experience in matters
relating to investments or (iii) are persons falling within Article 49 (2)(a)
to (d) (“high net worth companies, unincorporated associations etc”) of The
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all
such persons together being referred to as “relevant persons”). This
communication must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this communication
relates is available only to relevant persons and will be engaged in only with
relevant persons.

This announcement is not an offer of securities for sale in Germany and is not
a listing prospectus according to the German Securities Prospectus Act
(Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No
809/2004 of 29 April 2004 as amended, or any other laws applicable in Germany
governing the issue, offering and sale of securities. Any investment decisions
or advices for investment decisions should only be made or given based on a
prospectus which also includes a section on risk factors.

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