Bayer to acquire Conceptus, Inc.

                       Bayer to acquire Conceptus, Inc.

Adds Essure®, the only non-surgical permanent birth control method, to Bayer's
contraception portfolio

PR Newswire

WAYNE, N.J. and MOUNTAIN VIEW, Calif., April 29, 2013

WAYNE, N.J.and MOUNTAIN VIEW, Calif., April 29, 2013 /PRNewswire/ --Bayer
intends to broaden its portfolio in the field of contraception. Thus, Bayer
HealthCare LLC has signed a merger agreement with Conceptus, Inc.
(NASDAQ:CPTS), the California-based developer of the Essure^® procedure, the
leading non-surgical permanent birth control method, which is sold in the
United States and other countries. 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 in Conceptus, Inc. The transaction
values Conceptus, Inc. at approximately 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[1] 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 approximately 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 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.

This release relates solely to preliminary communications made before the
commencement of a tender offer (the "Offer") by Evelyn Acquisition Company, a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Bayer
HealthCare LLC, a Delaware limited liability company ("Parent"), to purchase
all of the outstanding shares of common stock, par value $0.003 per share (the
"Shares"), of Conceptus, Inc., a Delaware corporation, pursuant to an
Agreement and Plan of Merger, dated as of
April 28, 2013, by and among Purchaser, Parent and Conceptus, Inc..


This release is neither an offer to purchase nor a solicitation of an offer to
sell Shares. The tender offer for the Shares has not commenced. At the time
the Offer is commenced, Purchaser will file tender offer materials with the
SEC and Conceptus, Inc. will file a Solicitation/Recommendation Statement with
respect to the Offer. Conceptus, Inc. shareholders are urged to read the
relevant tender offer documents when they become available because they will
contain important information about the offer that shareholders should
consider before making any decision regarding the tender of their Shares. The
tender offer documents (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement will contain important information,
which should be read carefully before any decision is made with respect to the
Offer. The Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/ Recommendation Statement,
will be made available to all shareholders of Conceptus, Inc. at no expense to
them. The tender offer documents and the Solicitation/Recommendation Statement
will be made available for free at the SEC's web site at Free
copies of Offer to Purchase and related Letter of Transmittal will also be
available from the Information Agent for the tender offer which will be named
in the Schedule TO.

Forward-Looking Statements
This release may contain forward-looking statements based on current
assumptions and forecasts made by Bayer Group or subgroup management. Various
known and unknown risks, uncertainties and other factors could lead to
material differences between the actual future results, financial situation,
development or performance of the company and the estimates given here. These
factors include those discussed in Bayer's public reports which are available
on the Bayer website at The company assumes no liability
whatsoever to update these forward-looking statements or to conform them to
future events or developments.

[1] average hysteroscopic time

Intended for U.S. media only

SOURCE Bayer HealthCare Pharmaceuticals Inc.

Contact: Bayer HealthCare Media Contacts: Rosemarie Yancosek, +1 (973)
305-5213,; Marcy Funk, +1 (973) 305-5385,; Conceptus Investor and Public Relations Contact: Lynn
Pieper; Westwicke Partners, +1 (415) 202-5678,
Press spacebar to pause and continue. Press esc to stop.