Bayer HealthCare to Acquire Conceptus(R)

Bayer HealthCare to Acquire Conceptus(R)

MOUNTAIN VIEW, Calif. and LEVERKUSEN, Germany, April 29, 2013 (GLOBE NEWSWIRE)
-- Conceptus, Inc.  (Nasdaq:CPTS), developer of the Essure^®procedure, the
leading surgery-free permanent birth control method, announced today that
Conceptus has signed a definitive merger agreement with Bayer HealthCare LLC,
Leverkusen, Germany.

With this acquisition, Bayer will be able to offer a complete range of
short-term, long-term and permanent contraceptive choices for women. Within
the next ten business days, Bayer will launch a public tender offer to acquire
all shares of common stock of Conceptus, Inc. The transaction values
Conceptus, Inc. at approx. US$1.1 billion (approx. €852 million) representing
US$31.00 per share in cash. Closing is subject to customary conditions, in
particular anti-trust approval in the U.S., and is expected by mid-year 2013.

"Bayer is committed to augmenting its organic growth with strategic bolt-on
acquisitions. The acquisition of Conceptus represents an excellent fit for our
HealthCare business – specifically in the United States, the world's most
important health care market," said Dr. Marijn Dekkers, CEO of Bayer AG.

"Both Bayer and Conceptus are focusing on innovative solutions to advance
women's healthcare. Essure® completes Bayer's portfolio of long-acting
intrauterine systems and short-acting oral contraceptives. Our experience in
the field of gynecology combined with our sales and distribution expertise
will help to further develop Conceptus' business," said Andreas Fibig, Member
of the Bayer HealthCare Executive Committee and President of Bayer HealthCare

D. Keith Grossman, President and CEO of Conceptus, Inc., said, "Essure® has
been well accepted in the market for more than ten years and demonstrated
robust growth over this time. We believe that under Bayer's ownership, the
Essure® product will more rapidly become the standard of care in our
established markets, and will benefit in new markets from Bayer's global
presence.Our customers and patients will benefit from this increased access
to the benefits of Essure®."

Conceptus' flagship product is the Essure® procedure. Approved by the U.S.
Food and Drug Administration in 2002, Essure® is the only surgery-free and
hormone-free permanent birth control method that can be performed in the
comfort of a physician's office in less than 10 minutes without the risks
associated with general anesthesia or tubal ligation. The Essure® procedure is
99.8% effective based on five years of follow up with zero pregnancies
reported in clinical trials, making it one of the most effective permanent
birth control options available. Over 700,000 women worldwide have undergone
the procedure.

Conceptus, Inc. generated net sales of US$141 million (approx. €110 million)
for its fiscal year 2012. Adjusted EBITDA for 2012 was $28.2 million (approx.
€22.0 million). Headquartered in Mountain View, California, the company
employs approx. 300 people.

Bayer: Science For A Better Life

Bayer is a global enterprise with core competencies in the fields of health
care, agriculture and high-tech materials. As an innovation company, it sets
trends in research-intensive areas. Bayer's products and services are designed
to benefit people and improve quality of life. At the same time, the Group
aims to create value through innovation, growth and high earnings power. Bayer
is committed to the principles of sustainable development and acts as a
socially and ethically responsible corporate citizen. In fiscal 2012, the
Group employed 110,500 people and had sales of €39.8 billion. Capital
expenditures amounted to €2.0 billion, R&D expenses to €3.0 billion. For more
information, please visit

About Bayer HealthCare

The Bayer Group is a global enterprise with core competencies in the fields of
health care, agriculture and high-tech materials. Bayer HealthCare, a subgroup
of Bayer AG with annual sales of €18.6 billion (2012), is one of the world's
leading, innovative companies in the healthcare and medical products industry
and is based in Leverkusen, Germany. The company combines the global
activities of the Animal Health, Consumer Care, Medical Care and
Pharmaceuticals divisions. Bayer HealthCare's aim is to discover, develop,
manufacture and market products that will improve human and animal health
worldwide. Bayer HealthCare has a global workforce of 55,300 employees (Dec
31, 2012) and is represented in more than 100 countries. For more information,
please visit

About the Essure^® Procedure

The Essure procedure, FDA approved since 2002, is the only surgery-free and
hormone-free permanent birth control method that can be performed in the
comfort of a physician's office in less than 10 minutes (average hysteroscopic
time) without the risks associated with general anesthesia or tubal ligation.
Soft, flexible inserts are placed in a woman's fallopian tubes through the
cervix without incisions. Over the next three months, the body works with the
inserts to form a natural barrier in the fallopian tubes to prevent sperm from
reaching the egg. Three months after the Essure procedure, an Essure
Confirmation Test is given to confirm that the inserts are in place and that
the fallopian tubes are blocked, verifying that the patient can rely on Essure
for permanent birth control.

The Essure procedure is 99.8% effective based on five years of follow up with
zero pregnancies reported in clinical trials, making it the most effective
permanent birth control available. Essure's 10-year commercial data tracks
closely with its five-year clinical results, and Essure has been proven and
trusted by physicians since 2002. The Essure procedure is covered in the U.S.
by most public and private insurance plans and over 700,000 women worldwide
have undergone the procedure.

About Conceptus^®, Inc.

Conceptus, Inc. is the global leader in the development and commercialization
of innovative device-based solutions in permanent birth control. The Company
manufactures and markets the Essure Permanent Birth Control System.

Please visit for more information on the Essure procedure.
Patients may call the Essure Information Center at 1-877-ESSURE-1 with
questions or to find a physician in their area.

Additional Information about the Transaction and Where to Find It

The tender offer has not yet commenced.This press release is not an offer to
buy nor a solicitation of an offer to sell any securities of Conceptus,
Inc.The solicitation and the offer to buy shares of Conceptus' common stock
will only be made pursuant to a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and other related
materials that Bayer HealthCare LLC, a wholly-owned subsidiary of Bayer AG,
and Evelyn Acquisition Company intend to file with the Securities and Exchange
Commission (the "SEC").In addition, Conceptus will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer and, if applicable, a proxy or information statement regarding
the merger.Once filed, investors will be able to obtain the tender offer
statement on Schedule TO, the offer to purchase, the
Solicitation/Recommendation Statement of Conceptus on Schedule 14D-9, the
proxy or information statement, if applicable, and related materials with
respect to the tender offer and the merger, free of charge at the website of
the SEC at, from the information agent named in the tender offer
materials.Investors may also obtain, at no charge, any such documents filed
with or furnished to the SEC by Conceptus under the "Investors" section of
Conceptus website at Investors are advised to read these
documents when they become available, including the
Solicitation/Recommendation Statement of Conceptus and any amendments thereto,
as well as any other documents relating to the tender offer and the merger
that are filed with the SEC, carefully and in their entirety prior to making
any decisions with respect to whether to tender their shares into the tender
offer because they contain important information, including the terms and
conditions of the tender offer.

Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this
document, other than purely historical information, including estimates,
projections and statements relating to Conceptus' and Bayer Healthcare's
respective business plans, objectives and expected operating results, and the
assumptions upon which those statements are based, are "forward-looking
statements."These forward-looking statements generally include statements
that are predictive in nature and depend upon or refer to future events or
conditions, and include words such as "believes," "plans," "anticipates,"
"projects," "estimates," "expects," "intends," "strategy," "future,"
"opportunity," "may," "will," "should," "could," "potential," or similar
expressions.Such forward-looking statements include the ability of Conceptus,
Bayer HealthCare and Evelyn Acquisition Company to complete the transactions
contemplated by the Agreement and Plan of Merger dated as of April 28, 2013 by
and among Conceptus, Bayer HealthCare LLC and Evelyn Acquisition Company (the
"Merger Agreement"), including the parties' ability to satisfy the conditions
to the consummation of the tender offer and the other conditions set forth in
the Merger Agreement and the possibility of any termination of the Merger
Agreement.The forward-looking statements contained in this document are based
on current expectations and assumptions that are subject to risks and
uncertainties which may cause actual results to differ materially from the
forward-looking statements.Actual results may differ materially from current
expectations because of risks associated with uncertainties as to the timing
of the tender offer and the subsequent merger; uncertainties as to how many of
Conceptus' stockholders will tender their shares of common stock in the tender
offer; the possibility that competing offers or acquisition proposals will be
made; the possibility that various conditions to the consummation of the offer
or the merger may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of
the offer or the merger; the effects of disruption from the transactions on
Conceptus' business and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain relationships
with employees, suppliers and other business partners; the risk that
stockholder litigation in connection with the tender offer or the merger may
result in significant costs of defense, indemnification and liability; other
risks and uncertainties pertaining to the business of Conceptus, including:
dependence on sales of the Essure System; dependence on recommendations and
endorsements by physicians; the ability of Conceptus to compete effectively
against new and well-established alternative procedures, products, and
technologies; the possibility that Conceptus' marketing and advertising may
not be successful; the possible failure of Conceptus' intellectual property
rights to provide meaningful commercial protection for the Essure System;
disruptions of Conceptus' manufacturing, supply or distribution operations;
claims that Conceptus' products infringe the intellectual property rights of
others; patent litigation to which Conceptus is a party; and other risks
detailed in Conceptus' public filings with the SEC from time to time,
including Conceptus' most recent Annual Report on Form 10-K for the year ended
December31, 2012 (as amended).The reader is cautioned not to unduly rely on
these forward-looking statements.Bayer and Conceptus expressly disclaim any
intent or obligation to update or revise publicly these forward-looking
statements except as required by law.

© 2013 Conceptus, Inc.— All rights reserved.

CONTACT: Conceptus Investor Relations Contact:
         Lynn Pieper
         Westwicke Partners
         Tel. (415) 202-5678

         Conceptus Media and Public Relations Contact:
         David Olmos
         Waggener Edstrom
         Tel. (323) 547-0572

         Bayer Investor and Public Relations Contacts:
         Gunter Forneck
         Tel. +49 214 30-50446

         Astrid Kranz
         Tel. +49 30 468 12057

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