Bayer stockholders approve the spin-off of Lanxess

Bayer stockholders have cleared the way for the spin-off of Lanxess, voting by a majority of 99.66% of the capital stock represented to approve the Spin-Off and Acquisition Agreement between Bayer and Lanxess as proposed by the board of management and the supervisory board.

Lanxess, which is currently operating as a Bayer subgroup, comprises most of Bayer's chemicals activities and about one third of its polymers business. Bayer will thereafter concentrate on the primarily innovation- and technology-driven core businesses of health care, nutrition and high-tech materials.

Bayer management board chairman Werner Wenning expressed his satisfaction with the clear result of the vote: 'We were able to convince our stockholders that this strategic step can create value for the company, and thus for its stockholders as well. Bayer and Lanxess have everything they need for success in the future,' he said.

Lanxess can now be placed on the stockmarket as an independent company by way of a spin-off. For every 10 shares held in Bayer, each stockholder will receive one Lanxess share in addition. It is intended to list Lanxess shares on the stock market in early 2005. Dr Rolf Stomberg is designated to serve as chairman of the supervisory board of Lanxess until the company holds its first stockholders' meeting.

Wenning added that Lanxess will be better able to adapt to competitive conditions in the future than it could as part of Bayer. 'With its human and financial resources and its organisational structures, Lanxess has everything it needs to successfully manage its businesses as an independent company,' he said. 'With sales in excess of Euro 6bn and some 20,000 employees, Lanxess will be among Europe's biggest chemical companies. In some 70% of its business units the company is one of the leading suppliers worldwide.'