This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

Bayer Commences Cash Tender Offer For All Outstanding Shares Of Conceptus, Inc.

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.

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,078.22 +134.41 0.79%
S&P 500 1,978.28 +10.71 0.54%
NASDAQ 4,445.4260 +29.9360 0.68%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto
Advertising Partners

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs