LEVERKUSEN, Germany and WAYNE,
N.J., May 7, 2013 /PRNewswire/
-- Bayer's planned acquisition of Conceptus, Inc., based in
Mountain View, California (NASDAQ:
CPTS) is entering its next phase: Evelyn Acquisition Company, a
subsidiary established by Bayer HealthCare LLC, Tarrytown, N.Y., for the purpose of the
acquisition, is commencing today a cash tender offer for all the
shares of Conceptus, Inc. at a price of US$31.00 per share. The total value of the
transaction amounts to approximately US$ 1.1
billion (equivalent to EUR 852
million). The board of directors of Conceptus has
unanimously recommended that its stockholders accept the offer,
which expires at 12:00 midnight, New York
City time on June 5, 2013 (one
minute after 11:59 p.m., New York City time, on June 4, 2013), unless the tender offer is
extended or earlier terminated by Bayer in accordance with the
Merger Agreement (defined below). Completion of the tender offer is
conditioned upon a minimum tender of at least a majority of
Conceptus' outstanding shares (on a fully diluted basis), antitrust
clearance in the United States,
and other closing conditions specified in the Offer to Purchase,
dated May 7, 2013, which was filed by
Bayer with the U.S. Securities and Exchange Commission (the "SEC")
today.
The tender offer is being made pursuant to an Agreement and Plan
of Merger, dated as of April 28, 2013
(the "Merger Agreement"), which Bayer announced on April 29, 2012. 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 a complete range of
short-term, long-term and permanent contraceptive choices for
women.
Bayer, Bayer HealthCare LLC, and Evelyn Acquisition Company
filed with the SEC today a Tender Offer Statement on Schedule TO
(the "Schedule TO"), including an Offer to Purchase (the "Offer to
Purchase"), a related Letter of Transmittal (the "Letter of
Transmittal") and other related materials, setting forth in detail
the complete terms and conditions of the tender offer.
Additionally, Conceptus filed with the SEC today a
Solicitation/Recommendation Statement on Schedule 14D-9 related to
the tender offer.
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, the Group employed 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.
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
EUR 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. More
information at www.healthcare.bayer.com.
IMPORTANT INFORMATION ABOUT THE OFFER
The tender offer described in this press release has commenced,
but this press release is neither an offer to purchase nor a
solicitation of an offer to sell shares. The solicitation and the
offer to buy all of the outstanding Conceptus shares is being made
pursuant to the Tender Offer Statement on Schedule TO filed by
Bayer, Parent and Purchaser with the SEC on May 7, 2013. Conceptus also filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer with the SEC on May 7, 2013. Conceptus stockholders and other
investors are urged to read the relevant tender offer documents
(including an Offer to Purchase, a related Letter of Transmittal
and certain other offer documents) and the
Solicitation/Recommendation Statement because they contain
important information, which should be read carefully before any
decision is made with respect to the tender 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 stockholders of Conceptus, Inc. at no
expense to them. The tender offer documents and the
Solicitation/Recommendation Statement are available for free at the
SEC's web site at www.sec.gov. Free copies of these materials will
also be available from the Information Agent.
In addition to the Solicitation/Recommendation Statement,
Conceptus files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by
Conceptus at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Conceptus' filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.
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 www.bayer.com. The company assumes no
liability whatsoever to update these forward-looking statements or
to conform them to future events or developments.
Not intended for UK Media
SOURCE Bayer HealthCare