LEVERKUSEN, Germany and WAYNE, N.J., May 29,
2013 /PRNewswire/ -- Antitrust clearance from the US
Federal Trade Commission (FTC) was obtained with respect to Bayer's
acquisition of Conceptus, Inc., Mountain
View, California (NASDAQ:CPTS). The FTC raised no objection
to the transaction within the relevant waiting period under US
antitrust law, which expired yesterday. The antitrust clearance
marks an important step toward Bayer's intended acquisition of
Conceptus. The transaction remains conditioned upon a minimum
tender of at least a majority of the outstanding shares of
Conceptus.
On May 7, 2013, Evelyn Acquisition
Company, a subsidiary established by Bayer HealthCare LLC,
Tarrytown, N.Y., for the purpose
of the acquisition, commenced a cash tender offer for all the
shares of Conceptus, Inc. at a price of US$31 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).
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, 2013. 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.
The public tender offer is posted on the website of the U.S.
Securities and Exchange Commission (SEC) at www.sec.gov.
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
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(2013-0309-E)
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 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 Bayer