Bayer AG in the Spin-off and Frankfurt Stock Exchange Listing of LANXESS

January 28, 2005

Cleary Gottlieb assisted Bayer AG with the U.S. securities law aspects of its spin-off of LANXESS AG and the listing of LANXESS shares on the Frankfurt Stock Exchange.  Bayer shareholders received one LANXESS share for every ten Bayer shares in the transaction. Exchange trading of the shares began on January 31.

Bayer is a global pharmaceuticals and chemicals company with core competencies in the fields of health care, nutrition, and high-tech materials.  It has an extensive product portfolio that includes such mainstays as the painkiller Aspirin®.  LANXESS is one of Europe’s major providers of chemicals and polymers, with 2003 sales of approximately €6.3 billion.

Bayer formed LANXESS to demerge portions of its chemicals and polymers activities.  The purpose of the demerger was to allow Bayer’s management to concentrate on businesses providing greater growth prospects, while LANXESS management focused on creating value in the new company’s more mature, more commoditized businesses.