Bayer AG Announces It May Purchase Schering Shares in Open Market or Privately Negotiated Transactions at Prices Above Offer Price

Bayer AG Announces It May Purchase Schering Shares in Open Market or Privately Negotiated Transactions at Prices Above Offer Price

June 13, 2006

     - Dritte BV GmbH, a subsidiary of Bayer AG, may
continue to purchase 
       Schering shares in open market or privately
negotiated transactions

     - If Schering shares are purchased in such
transactions at prices above 
       EUR 86.00, as required by German law, Dritte BV GmbH
will pay the 
       highest such purchase price for all Schering shares
tendered and 
       accepted for purchase in the Schering tender offer,
subject to 
       satisfaction of the conditions to the offer,
including the minimum 
       acceptance threshold


    LEVERKUSEN, Germany, June 13 /Xinhua-PRNewswire/ --
Bayer Aktiengesellschaft ("Bayer AG") announced
today that Dritte BV GmbH (the "Bidder") had
purchased an additional 530,417 bearer shares with no par
value (the "Shares") of Schering
Aktiengesellschaft ("Schering") at EUR 86.00 per
Share on Monday, June 12, 2006 in open market or privately
negotiated transactions and may continue to purchase Shares
in such transactions.  As of 15:00 hours Frankfurt time /
9:00 a.m. New York City time on June 12, 2006, the Bidder
held 45,321,928 Shares (23.36% of the nominal capital and
voting rights of Schering).  

    Bayer AG, the Bidder or persons acting on their behalf
may acquire Shares (but not American Depositary Shares
("ADSs") of Schering) in open market or privately
negotiated transactions outside the United States. If any
such purchases are made at prices above the tender offer
price of EUR 86.00 per Share then, by operation of German
law, the Bidder will automatically be obligated to pay the
highest such price for all Shares it acquires in the tender
offer, including all Shares represented by ADSs.  Whether or
not the offer price is increased by reason of such
purchases, the Offer will expire on June 14, 2006 at 24:00
hours Frankfurt time / 6:00 p.m. New York City time.  No
assurance can be made that any purchases will be made or,
if such purchases are made, as to the prices thereof.

    If the Bidder, Bayer AG or any person acting on their
behalf acquires any Shares outside the Offer in open market
or privately negotiated transactions (whether at, above or
below EUR 86.00 per Share), Bayer AG will disclose the
number of Shares acquired, the highest price paid per Share
and, if applicable, the increased offer price in the United
States at approximately the same time such disclosure is
made in Germany in accordance with German law.  Among other
things, information regarding such purchases will be
published in the Borsen-Zeitung each morning in accordance
with German law and posted on Bayer AG's website at
http://www.bayer.com .  Such information will also be
disclosed by press release in the United States prior to
the opening of the New York Stock Exchange on any given day
and an amendment to Schedule TO will be filed with the
Securities and Exchange Commission.

    A copy of the notification published by Bayer AG in the
Borsen-Zeitung on June 13, 2006 is attached hereto as Annex
I.

    The Offer remains subject to a number of conditions,
including the minimum acceptance threshold, that must be
satisfied at the end of the acceptance period.  By
operation of German law, the acceptance period for the
Offer expires on June 14, 2006 at 24:00 hours Frankfurt
time / 6:00 p.m. New York City time.  Under German law, the
acceptance period for the Offer cannot be extended by Bayer
AG or the Bidder.

    Additional information and the official offer document
are available on the Internet at http://www.bayer.com .

    Leverkusen, June 13, 2006
    ha          (2006-0305-E)


                                                           
   ANNEX I

    Dritte BV GmbH
    Kaiser-Wilhelm-Allee 1, D-51373 Leverkusen,
    Federal Republic of Germany

    Announcement according to Section 23 (1) Sentence 1 No.
1 of the German Securities Acquisition and Takeover Act
(WpUG) regarding the voluntary public takeover offer

    to the shareholders of

    Schering Aktiengesellschaft

    - ISIN DE0007172009 / WKN 717200 -
    - ISIN US8065852043 / CUSIP 806585204 -

    On April 13, 2006, Dritte BV GmbH has published the
offer document for the voluntary public takeover offer of
Dritte BV GmbH to the shareholders of Schering
Aktiengesellschaft, MullerstraBe 178, 13353 Berlin, Federal
Republic of Germany, for the acquisition of all bearer
shares with no par value, including all bearer shares with
no par value represented by American Depositary Shares
(ADSs). After the offer having been amended, the acceptance
period now ends on June 14, 2006, 24:00 hours local time
Frankfurt am Main, Federal Republic of Germany, resp. June
14, 2006, 6:00 p.m. local time New York, U.S.A.

    As of June 12, 2006, 3:00 p.m. local time Frankfurt am
Main, Federal Republic of Germany, resp. June 12, 2006,
9:00 a.m. local time New York, U.S.A. ("effective
date"), Dritte BV GmbH held 45,321,928 shares in
Schering Aktiengesellschaft (23.36% of the nominal capital
and the voting rights). As of the effective date, the
takeover offer has been accepted for 71,360,044 shares in
Schering Aktiengesellschaft. This amounts to 36.78% of the
nominal capital and the voting rights in Schering
Aktiengesellschaft.

    The total number of shares in Schering
Aktiengesellschaft for which the takeover offer has been
accepted as of the effective date and shares in Schering
Aktiengesellschaft held by Dritte BV GmbH and persons
acting in concert with it as defined in Section 2 (5) of
the WpUG and their subsidiaries as of the effective date
therefore amounts to:

                                                         
Share 
    Number of shares   Share of the nominal capital   of
voting rights 
    116,681,972                 60.15%                   
60.15% 

    Dritte BV GmbH and persons acting in concert with it as
defined in Section 2 (5) of the WpUG and their subsidiaries
neither directly nor indirectly hold further shares in
Schering Aktiengesellschaft as of the effective date.
Further rights to vote are not assigned to them either.

    Acquisitions outside of the offer
    according to Section 23 (2) of the WpUG

    On June 12, 2006, prior to the effective date, Dritte
BV GmbH directly acquired outside of the offer 530,417
shares in Schering Aktiengesellschaft (0.27% of the nominal
capital and the voting rights) at a price of EUR 86.00 in
cash. 

    Leverkusen, June 13, 2006

    Dritte BV GmbH

    The Management

    Important Information:

    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 (
http://www.sec.gov ), or at the web site
http://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 may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases
will be 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.

    For more information, please contact:

     Christian Hartel,
     Bayer AG
     Tel:   [phone]
     Email: [e-mail] 
     Web:   http://www.bayer.com

SOURCE  Bayer AG