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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.

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