Bayer Corp., Pittsburgh, Pa., and its wholly owned subsidiary, Project Toledo Acquisition Corp.,
have entered into a definitive agreement with Sybron Chemicals Inc., Birmingham, N.J., to acquire
all of Sybrons outstanding shares at $35 per share, payable in cash. Any shares not purchased in
the tender offer will be exchanged for cash in the amount of $35 per share in a merger of Sybron
and Project Toledo Acquisition Corp. The acquisition is subject to approvals from regulatory
authorities in the United States and in Europe as well as other customary conditions.This
acquisition will provide Bayers Coatings and Colorants Business Group (Polymers segment) and
Special Products Business Group (Chemicals segment) with access to new technologies and products
and will enable them to expand their market positions in the NAFTA region. “Sybron Chemicals Inc.
offers us an excellent opportunity to strategically augment and strengthen important business
sectors and thus continue to enhance the value of our business” said Dr. Manfred Schneider,
chairman, Bayer Management Board.
October 2000
