Bayer HealthCare To Acquire Conceptus(R)
The Essure procedure is 99.8% effective based on five years of follow up with zero pregnancies reported in clinical trials, making it the most effective permanent birth control available. Essure's 10-year commercial data tracks closely with its five-year clinical results, and Essure has been proven and trusted by physicians since 2002. The Essure procedure is covered in the U.S. by most public and private insurance plans and over 700,000 women worldwide have undergone the procedure.
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.
Please visit www.essure.com for more information on the Essure procedure. Patients may call the Essure Information Center at 1-877-ESSURE-1 with questions or to find a physician in their area.Additional Information about the Transaction and Where to Find It The tender offer has not yet commenced. This press release is not an offer to buy nor a solicitation of an offer to sell any securities of Conceptus, Inc. The solicitation and the offer to buy shares of Conceptus' common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Bayer HealthCare LLC, a wholly-owned subsidiary of Bayer AG, and Evelyn Acquisition Company intend to file with the Securities and Exchange Commission (the " SEC"). In addition, Conceptus will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer and, if applicable, a proxy or information statement regarding the merger. Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Conceptus on Schedule 14D-9, the proxy or information statement, if applicable, and related materials with respect to the tender offer and the merger, free of charge at the website of the SEC at www.sec.gov , from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Conceptus under the "Investors" section of Conceptus website at www.conceptus.com . Investors are advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Conceptus and any amendments thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer. Forward-Looking Statements Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including estimates, projections and statements relating to Conceptus' and Bayer Healthcare's respective business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Such forward-looking statements include the ability of Conceptus, Bayer HealthCare and Evelyn Acquisition Company to complete the transactions contemplated by the Agreement and Plan of Merger dated as of April 28, 2013 by and among Conceptus, Bayer HealthCare LLC and Evelyn Acquisition Company (the " Merger Agreement"), including the parties' ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of Conceptus' stockholders will tender their shares of common stock in the tender offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the merger; the effects of disruption from the transactions on Conceptus' business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; other risks and uncertainties pertaining to the business of Conceptus, including: dependence on sales of the Essure System; dependence on recommendations and endorsements by physicians; the ability of Conceptus to compete effectively against new and well-established alternative procedures, products, and technologies; the possibility that Conceptus' marketing and advertising may not be successful; the possible failure of Conceptus' intellectual property rights to provide meaningful commercial protection for the Essure System; disruptions of Conceptus' manufacturing, supply or distribution operations; claims that Conceptus' products infringe the intellectual property rights of others; patent litigation to which Conceptus is a party; and other risks detailed in Conceptus' public filings with the SEC from time to time, including Conceptus' most recent Annual Report on Form 10-K for the year ended December 31, 2012 (as amended). The reader is cautioned not to unduly rely on these forward-looking statements. Bayer and Conceptus expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law. © 2013 Conceptus, Inc.— All rights reserved.
CONTACT: Conceptus Investor Relations Contact: Lynn Pieper Westwicke Partners Tel. (415) 202-5678 Email: firstname.lastname@example.org Conceptus Media and Public Relations Contact: David Olmos Waggener Edstrom Tel. (323) 547-0572 Email; email@example.com Bayer Investor and Public Relations Contacts: Gunter Forneck Tel. +49 214 30-50446 Email: firstname.lastname@example.org Astrid Kranz Tel. +49 30 468 12057 Email: email@example.com
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