The separation of Lanxess
AG from the Bayer Group was
accomplished on Friday, January 28, 2005 with the entry of the spin-off of the
new chemicals group in the commercial register for Bayer AG. This completes the
most fundamental restructuring in Bayer AG’s history.
Bayer will in future
concentrate on its growth- and innovation-driven core businesses in the fields
of health care, nutrition and high-tech materials. The portfolio of Lanxess
comprises large parts of Bayer’s previous chemicals business and about one third
of its former polymers business.
“Placing Lanxess on the stock market is a crucial part of Bayer’s strategic
realignment. The preparations for the spin-off took little more than a year.
This is a tremendous achievement, for which I would like to thank all employees
on behalf of the entire Board of Management,” said Werner Wenning, CEO of Bayer
By virtue of the spin-off, 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 on Friday. The number of Lanxess shares to be allotted to
each Bayer stockholder is dependent on the number of Bayer shares he or she
holds at that time.
Stockholders who hold a number of Bayer shares not evenly divisible by ten
will accordingly receive fractional rights to Lanxess shares; no stockholders’
rights can be exercised on the basis of these fractional rights. The depositary
banks and Deutsche Bank will endeavor to arrange an offset of fractional rights
among their owners. Further information on this is available from the depositary
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 Monday, January 31, 2005. On the morning of that day the opening
price of Lanxess shares will be determined in the market. Neither Bayer AG,
Lanxess AG, joint financial advisors Deutsche Bank and Morgan Stanley, nor the
stock exchange itself are giving any indication of the price in advance. The
opening price of Lanxess shares is likely to be determined between 9.15 and 9.25
a.m. Bayer stock will be quoted “ex-spin-off” for the first time as soon as the
stock market opens at 9.00 a.m. Here, too, the market will determine how the
share price develops.
With 2003 sales of some EUR 6.3 billion (based on the Combined Financial
Statements) and about 19,600 employees (as at September 30, 2004), Lanxess is
among Europe’s largest chemical companies. “We wish all Lanxess employees a good
start as an independent company and every success in the future,” said
For more information on polymers, click here.