Bayer Ordered to Pay Ex-Schering Shareholders More, Lawyer Says

Bayer AG (BAYN) must pay some former shareholders of Schering AG more money after a Berlin court ruled that their compensation in the $17 billion takeover wasn’t sufficient, according to the lawyer representing shareholders.

The additional payments will cost Bayer more than 300 million euros ($391.71 million), based on 7.2 million Schering shares outstanding, Peter Dreier, a Dusseldorf-based lawyer for Dreier Riedel Rechtsanwaelte, said in an e-mailed statement today. Shareholders in the 2006 deal who got 89.36 euros a share will get an additional 46 euros a share, including interest, Dreier said.

“The Berlin Regional Court’s decision has affirmed that Schering was worth much more,” Dreier said in the statement.

Bayer fought off another German drug and chemical maker, Merck KGaA, to win Schering. The deal formed Germany’s biggest health-care company and added a palette of top-selling drugs to Bayer’s portfolio, including the contraceptives Yaz and Yasmin and multiple sclerosis therapy Betaferon. The deal was complete on Dec. 29, 2006, according to data compiled by Bloomberg.

“We are not aware of any decision,” Guenter Forneck, a spokesman for Leverkusen, Germany-based Bayer, said today by phone. “We will evaluate the ruling upon receipt and take legal action as necessary.”

Bayer said it believes the terms and conditions set at the time of the takeover were adequate, Forneck said.

Dreier predicted the decision would influence a separate case pending at the same Berlin court involving Bayer’s later squeeze-out of remaining Schering minority shareholders.

“We expect a massive increase in that case also,” Dreier said.

To contact the reporters on this story: Naomi Kresge in Berlin at nkresge@bloomberg.net; Karin Matussek in Berlin at kmatussek@bloomberg.net

To contact the editors responsible for this story: Phil Serafino at pserafino@bloomberg.net; Anthony Aarons at aaarons@bloomberg.net

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