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Tender offer successful: Bayer acquires majority interest in Conceptus

    Tender offer successful: Bayer acquires majority interest in Conceptus

-- 96.4 percent of Conceptus' shares tendered

-- Conceptus imminently to become a wholly-owned Bayer subsidiary

PR Newswire

LEVERKUSEN, Germany and WAYNE, N.J., June 5, 2013

LEVERKUSEN, Germany and WAYNE, N.J., June 5, 2013 /PRNewswire/ --The Bayer
Group has successfully completed its tender offer for the outstanding shares
of Conceptus, Inc., Mountain View, California (NASDAQ: CPTS). As of the
expiration of the offer period last night, 31,983,536 shares were validly
tendered and not withdrawn in the tender offer, representing approximately
96.4percent of the currently outstanding shares – including 2,198,177 shares
delivered through notices of guaranteed delivery, representing approximately
6.6 percent of the currently outstanding shares. Bayer has accepted for
payment all shares validly tendered into and not withdrawn from the tender
offer and will promptly make payment for such shares.

"We are pleased with Conceptus stockholders' positive response to our offer.
It demonstrates the outstanding perspectives opened up by this acquisition
project," said Dr. Marijn Dekkers, CEO of Bayer AG.

Bayer currently intends to exercise its "top-up" option, pursuant to which
Conceptus will issue a number of shares to Bayer (at a price per share equal
to the offer price) that will result in Bayer owning over 90 percent of the
outstanding shares, enabling it to gain full ownership of Conceptus without
convening a general meeting of Conceptus stockholders.

As a result of the purchase of shares in the tender offer, a merger between
Conceptus and a Bayer subsidiary is planned to be effected imminently, giving
Bayer full ownership of Conceptus. Each outstanding share of common stock of
Conceptus will be canceled and converted into the right to receive US$31 per
share in cash, i.e. the same consideration received by holders who tendered
their shares into the tender offer.

The total value of the transaction amounts to approximately US$1.1 billion
(equivalent to EUR 852 million).

Conceptus has developed Essure®, the only non-surgical permanent birth control
method, which it markets in the U.S. and other countries. Following the
acquisition, Bayer will be able to offer an even broader range of short-term,
long-term and permanent contraceptive choices for women.

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 the quality of life. At the same time, the Group
aims to create value through innovation, growth and high earning power. Bayer
is committed to the principles of sustainable development and acts as a
socially and ethically responsible corporate citizen. In fiscal 2012, Bayer
employed some 110,500 people and had sales of EUR 39.8 billion. Capital
expenditures amounted to EUR 2.0 billion, R&D expenses to EUR 3.0 billion. For
more information, go to www.bayer.com.

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 described in Bayer's public reports which are available
on the Bayer website at www.bayer.com. The company assumes no liability
whatsoever to update these forward-looking statements or to conform them to
future events or developments.

SOURCE The Bayer Group

Website: http://www.bayer.com
Contact: Christian Hartel, +49 214 30 47686, christian.hartel@bayer.com
 
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