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LANXESS AG M&A Activity 2005

Jan 28, 2005

259_rns_2005-01-28_ff347707-75bd-4463-a480-277031eac24c.html

M&A Activity

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News Details

Ad-hoc | 28 January 2005 12:16

LANXESS AG:LANXESS spin-off legally effective

Ad hoc announcement §15 WpHG Others LANXESS AG:LANXESS spin-off legally effective Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— The spin-off of the LANXESS subgroup took legal effect on January 28, 2005 upon its entry in the commercial register for Bayer AG. The chemicals and polymers activities of the LANXESS subgroup relating to the spun-off assets and liabilities have thus been legally transferred from Bayer AG to LANXESS AG. In return, all the shares of LANXESS AG are being allotted to Bayer AG stockholders in the ratio of one LANXESS share for every ten Bayer shares held. For technical reasons the allotment will not take place until after the close of trading today. The number of LANXESS shares to be allotted to each Bayer stockholder is dependent on the number of Bayer shares held by such stockholder at that time. All the shares of LANXESS AG are to be admitted on January 28, 2005 to the Prime Standard sub-segment of the official market segment (Amtlicher Markt) of the Frankfurt Stock Exchange. Trading in the shares of LANXESS AG is scheduled to commence on January 31, 2005. From that day forward, Bayer AG shares are to be quoted “ex-spin-off”. On January 28, 2005 trading in LANXESS AG shares is not yet possible and Bayer shares will continue to be traded “cum LANXESS”. LANXESS AG 51369 Leverkusen Germany ISIN: DE0005470405 WKN: 547 040 Listing: Admission to the official market sub-segment entailing additional post-admission obligations (Prime Standard) applied for on December 22, 2004 End of ad hoc announcement (c)DGAP 28.01.2005 Issuer’s information/explanatory remarks concerning this ad hoc announcement: Forward-Looking Statements This ad-hoc publication contains forward-looking statements based on current assumptions and forecasts made by the management of LANXESS AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of LANXESS AG and the estimates given here. LANXESS AG assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. End of message (c)DGAP 281216 Jän 05