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Bayer stockholders approve Lanxess spin-off

By David Reed, UT EditorLeverkusen/Essen, Germany-Bayer AG stockholders have approved the spin-off of the recently created Lanxess entity at an Extraordinary Stockholders’ Meeting held 17 Nov. in Essen. Although representatives at the meeting represented only 42.86 percent of the company’s €1870 million capital stock, they voted by a majority of 99.66 percent to approve the spin-off and acquisition agreement between Bayer AG and Lanxess AG proposed by the board of management and the supervisory board. This is far ahead of the 75-percent majority specified and, as a result, the Lanxess unit, which is currently operating as a Bayer subgroup, can now be placed on the stock market as an independent company. For every 10 shares currently 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.Bayer in future will concentrate on activities with high growth and innovation potential in the Bayer HealthCare, Bayer CropScience and Bayer MaterialScience subgroups, explained Werner Wenning, chairman of Bayer’s management board. Lanxess will focus on basic, speciality and fine chemicals, as well as on certain polymer activities that have for the most part reached a high level of market maturity, he added.These activities include some polyurethane business, primarily elastomer systems made by the Rhein Chemie Rheinau unit based in Mannheim, Germany, as well as amine crosslinkers, flame retardants and other additives such as colour pastes for PUs made by the iSL Chemie GmbH & Co. KG unit based in Kürten, Germany.”Lanxess has everything it needs to successfully manage its businesses as an independent company,” Wenning asserted. “With sales in excess of €6000 million and about 20 000 employees,” the firm will be among Europe’s biggest chemical companies, he claimed. In some 70 percent of its business units the company is one of the leading suppliers worldwide. “Lanxess is also on the right track in terms of performance,” Wenning concluded.Lanxess will initially have a four-strong board of management including chairman Axel Claus Heitmann, along with Ulrich Koemm, Martin Wienkenhöver and Matthias Zachert, said Wenning on introducing the people concerned. Its supervisory board will consist of eight representatives of stockholders and eight members representing the firm’s employees. Wenning also introduced Rolf Stomberg as a designated representative of Lanxess stockholders. Stomberg is to be nominated for election as chairman of the supervisory board, Wenning concluded.”



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