SEC Division of Corporation Finance no-action letter: Bayer AG

Bayer Aktiengesellschaft and its subsidiary Dritte BV GmbH request exemptive relief from the SEC Staff regarding specific provisions of the Securities Exchange Act of 1934 and related rules in connection with a cash tender offer for all outstanding shares of Schering Aktiengesellschaft. The request seeks relief from Section 14(d)(5), Rule 14d-7, and Rules 14d-11(e), (d), and (e), as well as confirmation that the Staff will not recommend enforcement action regarding Rule 14d-4(d)(2)(ii) and Rules 14e-1(b), (e), or (d). This relief is sought because the Bayer Entities may be unable to determine the precise level of U.S. shareholdings in Schering required to qualify for Tier II relief under Rule 14d-1(d). The Offer is structured as a single concurrent offer in Germany, the United States, and other jurisdictions, with a price of Euro 86 per share and a minimum condition requiring tender of 143,250,656 Ordinary Shares.

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April 12,2006
VLA EMAIL AND FACSIMILE
Mauri L. Osheroff, Esq.
Associate Director, Office of Regulatory Policy Division of Corporation Finance Brian V. Breheny, Esq. Chief, Office of Mergers and Acquisitions Division of Corporation Finance Chnstina E. Chalk, Esq. Special Counsel, Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 Ladies and Gentleman:
We are writing on behalf of our clients, Bayer Aktiengesellschaft, a German stock corporation ("Bayer"), and Dritte BV GmbH, (the "Offcror" and, together with Bayer, the "Bayer Entities"). On March 23,2006 (the "Announcement Date"), the Offeror, a German limited liability company and a wholly-owned subsidiary of Bayer, announced its decision to commence a cash tender offer (the "Offer") for all outstanding ordinary shares with no par value (the "Ordinary Shares"), including all Ordinary Shares represented by American Depositary Shares (the "ADSs" and, together with the Ordinary Shares, the "Shares"), of Schering Aktiengesellschaft, a German stock corporation ("Schering"). The Offer is supported by the Schering Board of Management, which has stated its intention to approve the planned acquisition of Schering and to recommend acceptance of the Offer by Schering's stockholders after having assessed the offer documents.

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