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withdrawn in the tender offer, representing approximately
96.4 percent 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into and not withdrawn from the tender offer and will promptly make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